Red, White, and Blue
by alienyouthct
Summary: He dressed up as his state's senior senator. Now he's a blue woman. How the hell does Xander keep landing himself in these situations?
1. Chapter 1

Title: _Red, White, and Blue  
_ Author: JoeHundredaire  
Rating: R/FR18  
Disclaimer: Right, I actually went and checked to be sure this time… _Buffy the Vampire Slayer_ , _Angel: the Series_ , and all associated characters belong to Fran and Kaz Kuzui. With a myriad of writers, artists, and editors, actual rights are a nightmare when you go near a comic book universe. Suffice it to say that Marvel Entertainment LLC owns all of the property printed in their comics, along with the television and movie adaptations of said same property. Not mine, don't sue, and so forth and so on.  
Dedications & Thanks: To Koby and Paul for beta-reading help and advice. To my wife Lexi for her Marvel knowledge and some of the design work. To Kate Logan and Franco 'Chilly' Égalité for the rest of the character design work. To Nicholas, Alexander, Howard, MJ, Daniel, Christopher, Invernos, Ken, Wil, Koby, William, Leigh, Thyatira, Chris, George, Timothy, Jason, Noh, Crusifikz70, Jack, Pat, Chris, Mitch, and Jess for sponsoring me on , and making it easier for me to spend more of my time writing.  
Summary: He dressed up as his state's senior senator. Now he's a blue woman. How the hell does Xander keep landing himself in these situations?  
Joe's Note: With the advent of the 'Unanswered Reviews' option on Twisting the Hellmouth, I was able to go back and reply to reviews that I missed or ignored back when they were first posted. In the process, I found a few reviews with very useful feedback on the story. No, not the ones by LanceAvalon; I still think 'Despite the fact that I didn't read most of your story, I know my questions aren't addressed in your story and therefore I don't want to read it' is idiocy of the highest order. However, someone pointed out Michelle doesn't shift much in the story. Valid criticism, no? And someone else wondered why Michelle would need to hide her powers. After all, while there had recently been a major act of mutant terrorism… are a bunch of ditzy high school girls going to feel threatened by a shapeshifter? Or jealous? Willow's portrayal had more issues than a comic book shop. The timeline was alternately decompressed or cramped at alternating points. All sorts of mediocrity. So I fixed it. All of it. Enjoy.

* * *

 _November 1, 2013  
_ _Harris Household  
_ _Sunnydale, California_

* * *

He had breasts.

He didn't have moobs, which would have been strange given that a mixture of skateboarding and regularly running for his life afforded him a decent level of physical fitness. Nope, these were definitely girl-like breasts.

He had girl-like breasts that were decently sized.

He had decently sized, girl-like breasts that were blue and covered with scales.

Xander Harris bolted upright in his bed, letting out a rather unmanly scream. Staring down at the two new additions to his body in horror, he found himself unable to look away. Oh no. Hell no. This was all sorts of wrong. He was supposed to be a tall, gangly teenage boy who was a bit on the paler side of average because of his newfound tendency to hang out in the school's library too much. Or some variation on that basic concept, at any rate. What he was not supposed to be, however, was any sort of girl, much less a busty blue babe with patches of scales.

Hey. Busty blue babe. That was alliteration. Willow would so be proud of him.

Groaning, Xander forced himself to return his focus to the problem at hand. And arm. And the entire rest of his body, for that matter. Why was he blue? And female? What the hell had happened to him? At least he had a probable explanation for why his body felt like it had been stuffed through a meat grinder… twice. Transforming his body from its original state into a… whatever he was now… had probably been traumatic as hell. Especially since he was pretty sure that he'd lost a handful of inches in the process, although he wouldn't be sure on that front until he found a measuring tape or managed to wobble over to the marks he'd made on his doorframe over the past few years. So, human boy to shorter demon girl… yeah, that sounded like a painful transformation if he'd ever heard of one.

Swinging his legs over the side of the bed, Xander forced himself to his feet and began a slow march towards his mirror. His mind whirled as he attempted to piece together his scrambled memories of the night - and day - before. Everything could, at least as best he could tell, be traced back to Herr Snyder and his interesting take on the 'volunteer' concept. Having not been planning to do anything for Halloween, Snyder's dictate had sent Xander scrambling for a costume to wear when he took the kids out trick-or-treating. Of course, the good old Harris luck had reared its ugly head and he'd come up empty at every last costume store in town. He'd tagged along with the girls on their trip to Ethan's as a last resort, hoping against hope to find something suitable. Instead, he'd walked away still lacking a costume and further demoralized after witnessing Buffy's obsession with prettying herself up for her corpse.

Finally, he'd gotten desperate and begun tearing through the basement in search of something… anything… that could be salvaged for a costume, or at least the base of one. Xander wasn't sure who the actual owner of the suit he'd found was, given it was at least two sizes too small to be his father's, but it had been both clean and respectable-looking. Tolerable enough to wear after a thorough spritzing with Febreze, too. After doubling back to hit Ethan's again right before it closed up for the night, he'd found himself with a workable - albeit unconventional - Halloween costume. The kids dumped on him didn't get why he'd dressed up as Senator Robert Kelly of California but then again, he wasn't out to impress them or his peers. He just wanted to avoid the wrath of Snyder. Then everything had gone dark and now here he was at home, butt naked and blue. And a woman.

How the hell had he managed that one?

His movements gradually becoming more fluid as the exercise burned off some of the lingering ache and he adapted to his altered center of gravity and new dimensions, Xander eventually reached his destination… and then his jaw dropped as he caught sight of his reflection in the mirror. Somehow… God only knew how… he had managed to get himself into an entirely blue girl whose face and body were mottled with those odd scaly patches. The strangeness didn't end there, either: his eyes were an unholy, demonic yellow and his hair - while not much longer than it had been - was now red. Not Willow, red, either. Stop sign red. Not found naturally on humans red. "Oh, for fu… give me a break here! If I had to get turned into a woman, couldn't I have at least ended up a normal-looking one? Or, God forbid, a hot one even? Like Cordelia or something?"

Mmm. Cordelia. As it commonly did when that particular member of Sunnydale's Finest was involved, Xander's mind did an abrupt right turn and dove straight into the gutter as he pictured the subject of several of his dirtiest fantasies. Her tan skin, her long brown hair, her hazel eyes, her lips, and - of course - her large chest and equally impressive ass… only to be forcibly ejected from his familiar and comfortable gutter as a strange crawling sensation raced over his body. As he stared at his reflection with wide yellow eyes that soon became hazel, his blue skin abruptly shifted to the same shade of tan he'd just been picturing, his short red hair lengthening significantly as it shifted to a familiar shade of brown, falling to frame an incredibly familiar face. The changes weren't strictly above the neck, either; as all that was happening, Xander's figure was gaining the additional curves necessary to make him Cordelia's equal. And then before he knew it, he was staring at a very naked Cordelia Chase in the mirror. "Get… out." How the hell had he done that? He had most definitely been some sort of blue-skinned freak only moments ago… and as Xander watched in horror, Cordelia's features melted away to reveal the inhuman blue façade he'd been wearing when he'd woke up. "No! Damn it! Go back!" His blue lips moved as he shouted at the mirror but apart from that, his reflection remained unchanged. "C'mon. Please? Give me a break here." God was either ignoring him or having a good laugh at the situation, probably the latter, and so Xander took a deep breath to calm himself.

Okay, while it generally wasn't his strong point, Xander had a feeling that the answer was there if he thought things through carefully enough. He'd been blue, then Cordelia, then blue. What, if anything, had he been doing before and during his transformations? Then it hit him: he'd been thinking about Cordelia. Quite intently. Just like he'd focused on the creepy blue form, triggering the shift back. Was that all there was to it? Willpower and familiarity? Well then crap, he knew a great way to trade in his blue girl form for a body he could wear out in public, at least until they could figure out a way to reverse this newest bout of Sunnydale weirdness permanently. After all, he'd spent most of his waking hours with someone for more than a decade and knew every inch of her - or at least the parts that anyone would be allowed to see in public - by heart. Calling memory after memory to the forefront of his mind, Xander watched as his flesh rippled and shifted into the oh-so familiar appearance of his best friend.

Wait a second. Xander stared at his - err, Willow's - reflection for a moment before realizing that he was an idiot of the highest order. He could shift into anyone he could picture as best he could tell, and based on the fact that some blue demon was imitating a male senator? It wasn't an ability that was limited by gender. So… he could picture himself, couldn't he? Why the hell was he turning into his best friend for camouflage when he could turn into himself?

Because he couldn't, it turned out.

There were a handful of familiar forms that he already had a near-perfect mastery of: Willow and Cordelia, obviously, along with Buffy, Harmony, and a cute blond Cordette named Gwen who was the assistant captain of the varsity cheerleading squad. The hot young twenty-something from down the street who liked to go jiggling… err, jogging past his house at exactly 7:26 AM every morning and no, knowing that didn't make him a stalker at all. On the other hand, while he could turn into Jesse and Giles - which proved his ability indeed wasn't limited to just the fairer sex - neither form was usable outside the house. His version of Giles looked a bit like a melted wax sculpture of the man, without a single perfectly clear feature on his face, while his Jesse… Xander shifted into his deceased friend's form again before wincing at the protruding brows and yellow eyes, looking away from the mirror as he forced himself back into what was apparently now his default appearance. No, he wouldn't be going to school like that.

But no matter how hard he tried and what combination he tried - blue girl form to Xander form, blue girl form to Willow form to Xander form, or blue girl form to Jesse form to Xander form - Xander found himself unable to assume his original body. Which had left him with a major problem: he needed to get to Giles so he could discuss - and hopefully cure - the sudden new weirdness in his life. Even in a town as oblivious to the unnatural as Sunnydale, he couldn't do that while blue and scaly. With his own body out of the question, Jesse would have been the obvious choice; it wasn't like he'd run into the real Jesse while out and about and they were close enough in size that his clothes wouldn't look out of place on Jesse's form. But given that he had no particular desire to end up staked or beheaded, there would be no running around as a vampire. Moving on, Giles was utterly unusable, even if Xander had been inclined to take on the older man's appearance. That left Xander with girls, girls, and additional girls for viable choices.

Joy.

When push came to shove, though, Xander was an intensely pragmatic person. Or at least he was now. It helped keep him alive in the strange new world that had followed Buffy Summers to Sunnydale, where dead friends still showed up for a night at the Bronze and teachers tried to mate with you and then eat you. He was a blue babe who could turn into people. So he would take advantage of his new ability, turn into someone less blue, and go get help. The question was… who?

Quickly, Xander shifted through the forms he had a firm grasp on so he could compare their relative merits. The hot neighbor? Hmm. She was a definite possibility since nobody at school would know her, but things could potentially get very awkward if he ran into anyone who knew her on the way there, especially since he'd be wearing baggy Xander clothes and not proper women's clothes. Buffy? Probably as bad an idea as Giles, since she would probably hit first and ask questions never if she came face-to-face with herself in a hallway at school, to say nothing of the clothing issue. Cordelia? God, trying to navigate the hallways would be a nightmare. Oh, and there was still a clothing issue there. Gwen? He didn't even know her last name. There was no way he could pass himself off as her. And the damn clothing issue. Harmony? Both of the problems he had with Gwen, plus… eww. Which just left Willow.

Willow. Who he knew best of them all, both physically and mentally, and to whose house he had a spare key, meaning he could sneak in and get real Willow clothes to go with his new Willow body, instead of wearing his own clothes to school. Oh yeah, he had a winner. Looking into the mirror, he focused and transformed into Willow before dashing over to grab his spare key to the Rosenberg house. Now all he had to do was sneak out of his house, across town, and into her house without being seen once.

Piece of cake.

…although he should probably put something on before he tried any of those things, Xander realized. Naked and blue was still naked, and the last thing he needed was to get taken in by the cops for public indecency.

* * *

 _November 1, 2013  
_ _Rosenberg Household  
_ _Sunnydale, California_

* * *

Looking around nervously - all the while trying not to actually look too nervous, which would be suspicious and might prompt the neighbors to call the cops - Xander used one hand to keep his far-too-baggy-for-Willow's-slim-form boy pants from falling down as he slipped his spare key into the back door's lock. As much as he loved his best friend, she was horribly predictable and he knew her morning routine so well he could set his watch by it. Or in this case, plot her location with a high degree of accuracy based off the time. By now, she would be roughly a block from school and closing fast. Or maybe at the front doors already; he set his watch off the school's clocks to ensure he was never late for homeroom but that didn't mean she did.

Where she was not, however, was anywhere near her house. Which made his job easier; all he had to worry about during this little B&E session of his were Willow's parents being home and the neighbors. Since the former had become an increasingly infrequent occurrence with each passing year and the overgrown shrubs kept the latter from seeing him easily, though, he was pretty much home free at this point. Or so he hoped. Even then, it wasn't until he'd entered the house and called out for 'mom' and 'dad' in a passable imitation of Willow's voice - receiving no response as expected - that Xander truly relaxed. Despite logically knowing that he was past the point of needing to race a clock - there was no way 'Xander Harris' would be attending classes that day and the real Willow Rosenberg definitely would be - he didn't dawdle as he moved about his friends house, the layout almost as familiar to him as his own house's after so many years.

Ascending the stairs to Willow's room, he quickly stripped out of the Xander-sized jeans and t-shirt that fit his borrowed body so poorly, reverting to his scaly blue form as soon as that was done. Sure, he'd taken advantage of his new powers to have a bit of fun staring at a bunch of naked girls in the mirror that morning but running around naked while wearing his best friend's body just felt… weird… for some reason. Opening her hamper, he dumped his shirt and jeans in, hiding them under a layer of her own dirty clothes before turning to regard his next foes: her dresser and closet.

Xander decided to start with the dresser, since he was pretty sure Willow's closet only contained dresses and fairly nice ones at that. Temple, dinner parties, yearbook photo day, that sort of thing. Oh, and some old computer parts and a few stuffed animals, but that was neither here nor there. Rummaging through the middle drawer of the dresser, he quickly found a sweater that wasn't terribly offensive to his sensibilities - forest green, and tight enough to be flattering without being too tight - before moving down a drawer and digging out a pair of comfortable looking jeans. The ensemble was feminine enough to look good and help him blend in as he moved about the school, but not so girly as to make him feel uncomfortable the way one of Willow's trademark corduroy overall… skirty… things… would. Then he opened the top drawer to retrieve socks for his daintier, more feminine new form and ran into a new stumbling block. Well, not precisely a stumbling block. More of an extremely embarrassing obstacle.

Underwear.

Should he steal some? After all, it wasn't like he hadn't gone commando once in a while when his own supply of clean boxers ran out. And Willow wasn't exactly Cordelia-grade busty, so he didn't really need a bra… or did he? He knew it was common for some girls to go without them, but he had no clue where the cut-off was as far as how big - or rather small - was considered socially acceptable for going braless. What if Willow was on the wrong side of that line? Then he'd look suspicious. Okay, he decided, bra for safety's sake. Although if he was stealing half the set, should he take the panties too?

In for a penny, in for a pound and all that rot. Sighing in defeat, Xander began digging through the underwear drawer in search of something that wasn't so feminine as to make him quail at the thought of putting it on. Except all Willow seemed to own these days were the kind of really sexy bras and panties that he would have expected to find in Cordelia's underwear drawer. Some runway-worthy stuff from Victoria's Secret, a handful from Frederick's of Hollywood, and some really naughty black and purple stuff made by a company called 'Hanky Panky' of all things. Wow. His little Willow was growing up, it appeared. Weird. Especially considering that he and Jesse had viewed her as a younger sister of sorts.

In the end, he opted to grab the least intimidating options: a matching Hanky Panky bra and panty set. Shifting his blue body to match Willow's proportions but not her full appearance - a neat little trick he'd stumbled upon while experimenting with trying to regain his own form - Xander started with what he assumed would be the simple part, tugging the panties up his legs before frowning. While strange and vaguely uncomfortable, they were similar enough to the briefs he'd worn when younger that it wasn't a totally alien sensation. He looked over at one of the thongs peeking out of the still open drawer and shuddered; it could be far, far worse, he reminded himself. The bra, on the other hand, was a good deal more complicated for him to figure out. Not like he had much experience with those, either on himself or real girls. He managed after a minute or two of trial and error, though, putting it on backwards so he could see what he was doing before giving it a quick one-eighty and sliding his arms through the straps.

Not bad. He was definitely starting to wish that being a girl came with a built-in instruction manual, but… he was managing pretty damn well without one if he did say so himself. Although he was still thanking God, Allah, Odin, and a few other deities for the fact that Willow wasn't the type to do anything with her hair or wear makeup. Then he would have been really screwed.

From there, he was on the home stretch. Girls put their pants on one leg at a time just like boys did, and sweaters were an equally unisex garment… at least when it came putting them on. This one was a bit tighter than Xander was used to, and a bit lighter weight as well. All of the sweaters that he owned were for during what passed for winter in Sunnydale; it felt decidedly odd to be wearing a sweater that was almost as light as some of his sturdier t-shirts. Eh, whatever. Sadly, being able to turn into one still hadn't given Xander any insight into how the female mind worked. Checking his reflection in the mirror, Xander sighed in relief. Except for the stop sign red hair and blue skin, he looked like a normal girl. Very Willowy.

Except for the actual Willow part, that was. Concentrating, Xander shifted his hair to a more natural shade of red and lengthened it until it reached mid-back or so. Next came Willow's blue eyes followed by her pale, smooth skin. Inspecting himself in the mirror once more, he smiled. As long as he avoided Buffy and the few people that Willow tutored - and of course the real Willow herself - he might actually be able to pull off his little masquerade.

Speaking of, the morning wasn't getting any younger. The longer he spent at Willow's house, the longer it'd be before he caught up with Giles and hopefully got turned back into his normal Xander-shaped self. After making sure Willow's room was still as freakishly neat as when he'd arrived, Xander grabbed a spare pair of her sneakers and some socks before returning to the ground floor. Wandering into the kitchen, he hopped up onto the kitchen island so that he could tug his borrowed socks and shoes on. A little voice in Xander's head that sounded suspiciously like Willow reminded him that breakfast was the most important meal of the day, and so he grabbed a bright red apple from the bowl sitting next to him on the island before sliding off. Slipping the spare key into his pocket, he took a bite out of the apple and did his best to look nonchalant as he breezed through the back door and off toward school.

* * *

 _November 1, 2013  
_ _Sunnydale High School - Library  
_ _Sunnydale, California_

* * *

"So, are any of you experiencing any side effects from last night? Willow, I'm concerned about you in particular…"

Pausing in her mad effort to cleanse her iPhone of all incriminating media and texts, Willow Rosenberg looked up at Rupert Giles and did her best to look innocent. "I have no idea what you could possibly be talking about, Giles." When the Watcher-cum-librarian opened his mouth to elaborate, the redhead's eyes narrowed. "I have absolutely no memories of last night and therefore no idea at all what you're talking about. No. Idea. At. All."

Buffy Summers looked back and forth between the two of them a few times before evidently deciding that discretion was indeed the better part of valor and throwing the switch on their conversation. "I definitely know more French than I did before last night. I'm probably still going to flunk the test on Friday, but I'll be slightly less flunky then I would have been otherwise. Oh. And I remember having servants. Interesting side note: my mom does not like having someone shout for their chamber maid, and then demand a bath be drawn and breakfast be sent up. Not that I found that out the hard way or anything. Nope."

If not for her own circumstances, Willow would have allowed herself at least a small laugh at her friend's misfortune. As it stood, though? While she hadn't suffered any particularly embarrassing 'morning after' moments, Halloween itself had generated more than its fair share of humiliation and awkwardness. What made it all the worse was that - completely contrary to what she'd just asserted to Giles and Buffy - she remembered every last moment from the night before, and had technically been in complete control of her actions. After all, she'd remained Willow Rosenberg when the spell took effect… albeit one with wildly differing memories of the last few years and the very different personality to match.

And while she wanted to blame Buffy for her woes, Willow really couldn't. Sure, her friend had been the one to suggest getting 'wild and crazy' for the night, but that was it. With Buffy wrapped up in her Angel-related plotting, it had fallen to Willow alone to conceptualize and execute a costume… and everything she'd worn last night had come from her own closet. Granted they were all from the 'webcam's eyes only' section of her wardrobe, but they were still hers. Which would have protected her from Ethan Rayne's shenanigans, if not for her last-second decision to add a pair of glasses to the 'naughty schoolgirl' look she'd decided to go with.

What had happened to those glasses, come to think of it? She'd definitely misplaced them by the time she got to the library the night before, but had it been at the first party she'd crashed or the second? Or maybe the third? There probably would have been a fourth or fifth - or at least a longer stay at the third - but hearing the cheerleader she'd pulled into a dark corner mumble about 'not expecting a nerd like you to be able to do that with your tongue' had caused a sharp enough moment of discontinuity to snap Willow back to her regular self. After all, while there were many things people might have called her other self, a nerd was definitely not one of them. Thankfully, she'd been able to reach Giles and convey what information she had before her control slipped and that personality reasserted itself, allowing him to end the spell before she could do too many more un-her things.

Un-regular-her.

Whatever.

Switching to her Photo Stream, Willow's eyes bugged out as she found herself staring at a second copy of the very pictures she'd just deleted. None of the videos, though, thankfully. Muttering under her breath, she quickly purged everything from the last twelve hours or so from her iCloud account before breathing a sigh of relief. The last photo's removal left her staring at an image of her, Buffy, and Xander from the night before, when they'd met at Buffy's house before heading over to the school to meet up with Kat. Looking up from her phone, Willow frowned. Buffy. Her. But… "Has anyone seen Xander?"

"No, but I'm not too worried yet. There were something like six people missing from our homeroom alone. Including Cordelia and one of her friends. Not that I pay attention to Cordelia or anything. Just… she wasn't there." Kat McKee nibbled on her lower lip pensively for a moment before letting out a disgusted sigh. "And I still can't believe I'm the only one who didn't transform last night. If only I hadn't given up and bought that ash blond Le Tigre wig from Arda last month. The wig at Ethan's was so perfect that if I didn't know any better, I'd swear he scalped Emma Frost to get it. The length, the color, the cut… everything. Perfection. And he was offering it for such an amazing price. Oh, and then there's the fact that if I'd worn it, I would have turned into a kick ass diamond chick for the night. Can't forget that." Pausing, Kat snickered before leaning to her left and bumping her shoulder against Buffy's. "Would have come in handy against that 'demon', huh?"

"Next year, we're doing Xena and Gabrielle."

"I was thinking of cosplaying as Xena next year for that convention in Burbank, so… kay?"

"Wait, who says you get to be Xena? I'm the Slayer."

"Um… I'm taller than you, a brunette, and there's no way you could actually make yourself a Xena costume?"

"Still the Slayer."

* * *

 _November 1, 2013  
_ _Senator Robert Kelly's Office  
_ _Los Angeles, California_

* * *

An hour and a half down the coast from where Xander was learning to control his new powers stood a towering white building, located at 11111 Santa Monica Boulevard in Los Angeles, California. Inside sat another, older blue-skinned woman, her feet up on her ornate wooden desk as she massaged her temples, trying to make sense of her disjointed memories from the night before. Raven Darkholme was coming up on a century and a half in age, and she'd seen a great many things in her time on Earth. Strange things. Amazing things. Bizarre things. Not one, but two men who'd come back to life after she shot them to death. A woman who could turn herself into living diamond. A man who could move metal with his mind. A crazy bastard who looked like a walking American flag, and never seemed to die no matter how hard the Nazis tried. And yet the night before, when she'd found herself inhabiting the body of an unknown girl who apparently possessed both her powers and a teenage version of her base form, was easily the strangest thing she'd ever experienced.

Well, since the Seventies at any rate…

All of a sudden Raven realized what had been nagging at her since she'd returned to her own body: the town she'd been in the night before had looked familiar. Then again, that didn't take much these days. When one got to be as old and well-traveled as her, a lot of things seemed familiar, both people and places alike. Still, something about the town nagged at her. Had she visited it recently while masquerading as Robert Kelly? Given that he - or rather, she - had to worry about running for reelection during the notoriously neglected midterm elections in 2014, her aides had decided she needed to get a jump on wooing voters due to some unpopular stances that the original Robert Kelly had taken before she'd replaced him. Honestly, what kind of idiot thought being openly homophobic was a good idea when their constituency included San Francisco? It was like being anti-cheese in Wisconsin. Accordingly, her schedule had been packed full of events all up and down the Golden State, filling most of the two hundred and twenty-eight days Congress wasn't in session with all sorts of inane things. Raven shuddered; she'd shook more hands and kissed more babies in the past month alone than in the century and a half that preceded it.

Suddenly, comprehension dawned and Raven buried her face in her hands. She was pretty sure she knew where she'd been transported to the night before: Sunnydale, California. While she was hardly a regular visitor, she'd been there enough times checking up on Erik's daughter and granddaughter to have committed certain landmarks to memory. How she hadn't realized her location instantly, she wasn't… well, she hadn't gone near the signs that stood just inside city limits. Or wandered past the town's namesake high school, or city hall, or the police station, or anything else that would have had 'Sunnydale' plastered on it prominently. Conscience soothed, Raven replayed what she remembered from the previous night's adventures, matching place after place with her preexisting memories of the town. While it was impossible to be one hundred percent certain, given how generic so many small and medium-sized towns in the state were, she was reasonably certain that she'd spent the night in Sunnydale. The question then became 'why?'… and given that her phone claimed it had been in Los Angeles all evening, 'how?'.

Magic, probably. The town reeked of it.

Or fucking Wanda getting drunk again. That bitch lived to make Raven's life more difficult.

The more she thought about the previous night's events, the more likely it became that she'd been possessing someone else's body as opposed to having been transported to Sunnydale herself. While the odds of someone else having her exact mutation were ludicrously low, it was the only thing that really made sense to Raven. Which was more logical? That she'd possessed the body of a teenage girl who bore an uncanny resemblance to her and had her powers? Or that she'd been knocked out, teleported out of her clothes, dropped in Sunnydale, deaged, and reclothed before waking up? And then knocked out again, teleported back to LA, returned to her present age, and stuffed back into her original outfit when the whole adventure was over? While Raven wouldn't have put it past Wanda and her husband to pull the latter, the former simply made more sense.

So who the hell had she been possessing for those few hours?


	2. Chapter 2

Joe's Note: And now, since I took over the Joe's Note of Chapter 1 to talk about what was going on with the reboot, a bit about this story. I was doing one of my regular 'purge the Challenge section with fire' crusades and ran into OldManAlexi's 'A Mutating Halloween' challenge. I liked it and so I decided to do something with it. Given that cheerleaders are a clique that are fairly well tethered to pop culture, the events of _Buffy the Vampire Slayer_ have been pushed forward from 1997 to 2013. After all, it's a lot easier to find cultural information from two years ago than close to twenty years ago. The same applies to the original _X-Men_ movie for the exact same reason. The rest of the universe is synthesized from a variation of Sony's now-defunct _Amazing Spider-Man_ universe combined with the Marvel Cinematic Universe, which I know will cause problems if I try to carry this story onward into the events of 2017 and beyond in the MCU, but oh well. I can't really leave out the entire Spider-Clan for the next two years, especially given Cordelia's costume. Knowledge of the comics is helpful but unnecessary. Having seen the movies, on the other hand? Significantly more important when it comes to understanding what's going on.  
Dedications & Thanks: To Nicholas, Alexander, Howard, MJ, Daniel, Christopher, Invernos, Ken, Wil, Koby, William, Leigh, Thyatira, Chris, George, Timothy, Jason, Noh, Crusifikz70, Jack, Pat, Chris, Mitch, and Jess for sponsoring me on , and making it easier for me to spend more of my time writing.

* * *

 _November 1, 2013  
_ _Chase Household - Cordelia's Room  
_ _Sunnydale, California_

* * *

Staring at her reflection in the mirror, Cordelia Chase scowled and poked at her chest. Well, this was just great. For most girls, realizing that their bras were too small to do their job properly any longer and trading up for the next biggest size would be a cause for celebration. As long as the change was to the cup size, Cordelia amended; your band size going up just meant you were getting chunky and that you needed both new bras and a gym membership. But in her case, her bras were now insufficient because she'd gone up several cup sizes. Overnight. If not for the fact that her hair and eyes had both somehow turned bright green just as suddenly, she knew what everyone would be staring at when she inevitably left the house.

Oh, who was she kidding? Her breasts had gone from attractively large to figure-dominating flesh bags. Her new hair could have been all the colors of the rainbow or her eyes a demonic red, and people still probably wouldn't have even noticed she had a head. Pressing them together between her arms, Cordelia shook her head at the mile and a half of cleavage her actions created. Jesus. They were huge. Easily three cup sizes bigger than the bras that currently filled her dresser, if not four. She'd just come into a full D cup over the summer, prompting her to replace both her bras and a few tops that looked a bit too Harmony-esque with that much chest showing. While the latter had been a bit irritating - she'd liked one of those shirts a lot - the former had left her worrying about her future. A 36D had been close to the upper limit of what the local Victoria's Secret carried in some styles. She still had a good four or five years of potential growth left ahead of her; if she'd kept going at her previous pace, it wouldn't have been long before she'd grown into a size where bras went from cute or sexy to mundane yet functional.

Well, she was firmly into that territory now. Cordelia out a slightly hysterical chuckle; worrying about the unattractiveness of bras sized DD and beyond seemed so stupid now. At least stores carried some DDs, even if the selection wasn't the best, and occasionally one more size beyond that. Now? She'd be lucky if she could find somewhere that stocked bras she could fit these monsters into. C had been nice, D had been tolerable even if it meant guys tended to lose track of where her face was, but these… these were just shy of freaky porn star territory.

Ugh. This was what she got for deliberately letting weirdness into her life. Cordelia had originally been planning to go as a sexy cat girl for Halloween before worrying that it was a bit childish and mundane for someone of her standing. Then she'd seen an artist's depiction of one of Spider-Woman's partners while channel surfing and had an epiphany: switching from her original idea of a leotard, tail, and cat ears to the Black Cat was the perfect way to sex up her original idea and remind everyone who the hottest girl at Sunnydale High was, all without needing to go to her friends and tell them she was changing her mind. After all, the Black Cat was 'a cat girl', right? But finding a place that would sell a fitted black PVC catsuit to someone who was still a minor had turned out to be damn near impossible, leading Cordelia to resort to throwing an obscene pile of money at a seamstress her mother knew to come out to the house and do the entire costume from scratch.

By the time they were done, Cordelia found herself wishing she'd turned to Beth from the beginning. The woman had started by looking through the pictures Cordelia had scraped together through hours of careful Internet searches, calls to the NYPD - who had totally fallen for her lie about doing a report on the rise of vigilantism in major cities and why it was a bad thing - and eyewitness descriptions, creating a composite that contained all the common elements from across every picture, sketch, and story. They'd quickly determined that there were some differences between Cordelia's 'busty for a high school girl' measurements and the figure that the Black Cat was purported to have according to the bulk of reports, but Beth had asked a single question: did Cordelia want to look like the Black Cat, or like Cordelia Chase dressing up as a sixteen-year-old Black Cat? Then she'd gotten to work.

Beth's 'small words' description of her final solution had been both amusing and amazing in its simplicity: padding. According to the seamstress, Hollywood often employed a gel-based padding for their own versions of what Victoria's Secret sold as the 'Bombshell' bra, a comparison that Cordelia was familiar enough with. She'd bought a handful of the 'two cups bigger' bras as a 36C and picked up another during her 36D shopping spree for those outfits that she wanted to add a little extra 'oomph' too. Beth had just taken it a few steps further: the hips, butt, and chest of her costume had all been padded out with the material, leaving Cordelia with wider hips and a rounder ass to go with her expanded bust line and incredible cleavage so realistic that even she had problems remembering it was fake sometimes. A domino mask and a white wig from that new store Ethan's, and she'd been ready for a night of fun at the Bronze with her friends.

Two dances into what was supposed to have been an awesome night of costumed fun, there'd been dizziness followed by a whole bunch of blackness. She'd woken up on her own back lawn several hours later with sore muscles in the strangest places, and not even 'those' strange places, so it wasn't like she'd been date raped or something. But it was only after sneaking back into the house and up to her room, when she was stripping down before sliding into a nice hot bath, that she discovered something even more unsettling. That expensive catsuit of hers, with its extensive and carefully customized padding? It was suddenly a lot less padded. And the body inside it was a lot more padded.

Then she'd tugged her white wig off to reveal bright green hair in place of the brown locks she'd been expecting to see; a few seconds later, she'd found the same shade of green hiding beneath her blue contacts as well.

Strangely enough, the below the neck makeover actually bothered her more.

Ugh. Why had her family moved to Sunnydale again? Oh right, the cheap real estate. Except they were rich. Had it really been necessary to save a few thousand by buying a big house in a craphole town instead of a big house somewhere cooler? Had her dad been paying off a sexual harassment settlement or something? Did the money saved thanks to Sunnydale's lower property taxes go towards child support for some half-sibling by way of a former servant that Cordelia had never met? Well, whatever his excuse… good for him. He'd saved a bit of money on their house. Was it enough to pay for the breast reduction she was going to need, and maybe a few years of therapy to boot?

Taking a deep breath, Cordelia drew herself up to her full height as she stared at her reflection, doing her best to compensate for the increased weight on her chest. As irritated as she was with her father, her hometown, and life in general at the moment, standing here glaring at her new self all morning wasn't going to accomplish anything. But at the same time, she knew that there was no way in hell she could go to school looking like this. While she was fairly certain she could use her social standing to browbeat anyone who got too curious about her physical changes into submission, there was nothing currently in her wardrobe that would fit her new figure and if there was one thing she didn't… wouldn't… do, it was ill-fitting clothes. She was Queen C. She was better than that. "Maria!"

"Yes, Miss Cordelia?"

"If my mom hasn't dragged herself out of bed yet, I need you to scare up one of the servants with a light accent. Someone needs to call the school and pretend to be her; tell them I'll be missing at least first and second periods because… go with 'doctor's visit' or something. I want to try and make my afternoon classes, so nothing that makes me sound like I'm dying." Looking back over her shoulder at the doorway, Cordelia met Maria's eyes and then raised an eyebrow at the woman's complete lack of reaction to her new appearance. Well… good. She had no desire to be stuck dealing with hysterical minions, especially since she'd probably have to do so when she caught up with the Cordettes. "And then you need to take me to the mall. Actually, we need to find a store that sells stupidly big bras and then the mall."

"Yes, Miss Cordelia."

* * *

 _November 1, 2013  
_ _Sunnydale City Limits  
_ _Sunnydale, California_

* * *

Despite the fact that Sunnydale was bisected by US Route 101, which should have created a steady flow of traffic by way of its connections to Los Angeles to the south and San Francisco to the north, remarkably few cars could be found crossing the town's border at eight o'clock on a weekday morning. That in turn meant there were very few witnesses when a beam of swirling rainbow light stabbed downward from the heavens, and none at all who were inclined to investigate either it or the tremor and cloud of dust created by its impact with the ground.

With the thick cloud of debris kicked up by her arrival protecting her for the moment, Mæja Mæjannujardóttir remained in her landing crouch as the Bifröst's energies dissipated. When that turbulence was gone, she reached out with her arcane senses to map the world around her. Not only did all forms of life resonate in particular ways, but the dead creations of Midgard created predictable gaps if one knew what to look for. The long strip of deadness running parallel to her position was a road, for instance, and a more important one than the strip of deadness that arced off it at some point behind her and curled off to her right. Trees occupied the majority of the gap between the two roads, although there was something distinctly dead a few yards ahead of her… a road sign, perhaps? If given the choice, she would have preferred a landing spot with a bit more privacy than the side of a highway… but given Amora's fondness for appearing in the middle of some of the mortals' biggest cities, she'd dealt with worse.

Actually, if not for that exact habit of Amora's, the young valkyrie doubted she would have been assigned her current mission. Despite the princess's best efforts over the past few months, perilous few of the valkyries had acclimatized themselves to modern Midgard to the point that they could be trusted to wander the realm without Lady Thrúd's direct supervision. Only four, as a matter of fact, including Mæja herself. Out of them, Brynhildr Buðladóttir and Kára Hálfdanardóttir both lacked the magical prowess necessary for the mission at hand, which essentially reduced Odin's options to sending Mæja or Göndul Vagndóttir. And while Göndul was a bit better with delicate magics…

Her magic brushed up against a sense of oily 'wrongness', more potent than - and completely separate to - the suffocating cloud that hung over Sunnydale as a whole. " _Opna_!" Thrusting her hand into her cleavage, Mæja curled her fingers around the handle of her blasting rod and jerked it upward, pulling it from the pocket dimension she used to store the majority of her material possessions. Swinging it in a wide arc, she released an unstructured burst of magic that dissipated the last of the cloud created by her landing, allowing her to spot what had disturbed her senses: an unfamiliar but hostile looking being. If the way it grated against her senses wasn't enough to put her on edge, its jagged teeth and long, sharp claws were. It took a step forward out of the tree line, growled at her, and then lunged. Mæja reacted on instinct, gathering her power as she thrust her blasting rod forward. " _Sprengja_!"

…not everything in Sunnydale required a delicate touch.

As the creature's mangled corpse collapsed to the ground, Mæja turned her attention back to the road sign that stood before her, green and white metal advertising what lay further down the highway. 'Exit 94B - Hermosillo Road: 1/2 mile. Downtown Sunnydale: 3 miles'. While the latter was easily within her ability to cover in a tolerable amount of time, a Midgardian vehicle could get her there faster… and the sooner she reached her destination, the sooner she could investigate the two peculiar bursts of magic that Heimdallr had detected emanating from the town the previous night, and the sooner she could return to Asgard.

Mind made up, Mæja returned her blasting rod to storage before walking out to stand at the side of the highway. Her keen eyes allowed her to evaluate each car as it rolled toward her: already full, driver eyeing her oddly, so battered that she doubted it could support her weight, Thrúd had warned them to avoid white panel vans but hadn't explained why… finally, she spotted a larger vehicle that looked similar to the ones used by SHIELD. Thrusting her right arm out away from her side, she extended her thumb and waited. The SUV slowed fractionally and wobbled a bit, as if the driver was uncertain about their course of action, before making a decision and rolling to a stop next to her. Leaning over, the young blonde driver opened the door for Mæja. "Wow. That's an awesome outfit! Are you going to a ren faire or something like that?"

The corner of Mæja's mouth quirked upward as she climbed into the vehicle. "Something like that."

* * *

 _November 1, 2013  
_ _Sunnydale High School - Library  
_ _Sunnydale, California_

* * *

"G-Man! I have a bit of a problem here!"

Sighing, Giles reached up to pinch the bridge of his nose. Some days, he really regretted allowing the Council to assign him to watch over the Hellmouth and its Slayer. Today was apparently shaping up to be one of them. Because as useful as Buffy's friends could be under certain circumstances, most of the time they were just plain exasperating. "Xander, how many times have I told you not to…" Rising from his chair, he opened his office door and froze as he took in the person standing before him. "…call me that?"

A person who looked very much like Willow but presumably wasn't gave Giles a lopsided smile that was pure Xander and moved to sit on the edge of one of the library tables, kicking her legs slowly as she stared at the librarian. "One time too few for it to actually sink in?" Sobering up, 'Willow' gestured to her body. "Like I said. I have a bit of a problem on my hands here."

"Xander? I assume that's you in there and that you haven't convinced Willow to play a horribly obnoxious prank on me?" 'Willow' nodded and Giles groaned, pulling off his glasses and polishing them furiously. A praying mantis woman, an Incan mummy girl, having his body occupied by a hyena spirit, and now this. With all of the mystical misfortune the boy seemed to attract, how was he not dead by now? "Do you know how you came to be in possession of Willow's body? Anything that might help us return the two of you to your rightful… she is in your body, right? This is a simple exchange of spirits?"

The person he now knew to be Xander shook his… her head. "As far as I know, she should still be Willow-shaped too at the moment and is probably sitting in class wondering where I am. No, see, this is where it gets weird and kinda disturbing. Somehow I got turned into a shapeshifter. A blue-skinned, definitely female shapeshifter. And considering I dressed up as a United States senator who was - last time I checked - a middle-aged white man, I'm not sure I like what that means."

Yes, the implications were rather ominous. If a spell turning everyone into their costume had turned Xander into a shapeshifting demon of some sort when he'd attempted to dress as a politician, it meant that a demon had somehow snuck its way into a fairly important position in the government. Bloody lovely, that. Incompetent Americans couldn't even make sure their elected officials were human. He'd have to pump the boy for more information on that front after they dealt with this crisis so the Council could dispatch a wetworks team to deal with the situation. "All right, first I need you to show me what you really look like. Perhaps I can identify what species of demon you are. And then we need to sit down and discuss as much as you can remember about last night. And why you've chosen to take up cross-dressing."

"In no particular order… believe me, I'm not particularly happy about being without a certain part that I've had all my life. But my shifting seems to be based on how well I can picture a person. Evidently I should have spent more time staring at myself in the mirror, because I can't turn back into me at all. And it's not that I can't turn into guys, either. I just can't turn back into myself. I had to pick a girl, though, because… well, the Xan-man looks at the ladies. The only two I could get looking even halfway human were you and Jesse. Problem is, my Jesse kept coming out as a game face vampire, so I couldn't exactly show up like that. My version of you was human but kinda like, bad funhouse mirror human. Also a no-go." Xander gestured down at his… her… body. "That left me with Buffy, Willow, Cordelia, and two or three other girls from school who will remain nameless because I don't want to admit to having looked at them that closely." Tugging at the sweater he was wearing - Giles had decided to just think in masculine terms, since there was a male mind inside the female body - Xander grimaced. "I had a spare key to Willow's house and know her the best, so she was the obvious solution."

It was a respectable enough solution to an incredibly unusual problem; Giles had to give the boy credit for thinking things through, coming up with a plan, and executing it, all on such short notice. Especially given… "Yes, I dare say I would prefer to remain one of a kind for the foreseeable future. Moving on, could you please show me your, erm, natural form? Or what passes for your natural form now that you've been changed by Ethan's spell?"

Xander nodded and scrunched up his face in concentration before relaxing. Slowly, his body began to change, pale skin turning blue as Willow's trademark long red hair shortened and turned a brighter, unnatural shade of red. Xander blinked and Giles gasped: in that fraction of a second, Xander's eyes had gone from blue to an inhuman yellow. After a moment, the azure adolescent gestured to his body. "Tada."

"Fascinating. I've never even heard of a species of demon that looks anything like this. Perhaps… that infernal machine over in the corner has a camera built into it, does it not? Could you perhaps take a few pictures of yourself for me to forward to the Council's research division? We'll withhold your real name, of course. While most of the Council's members embrace a 'live and let live' policy when it comes to benign demons - if for no other reason that we lack the manpower to hunt down both them and harmful demons - there are a small number of members who are considerably more vicious. I'd hate for harm to come to you because you decided to confide in me." Xander nodded in assent and turned away, presumably to head over to the computers, only to stop when Giles called out to him. "Oh, and when you're not actively photographing yourself? Please, for the love of God, change yourself back into Willow. I've already had to explain the existence of the Hellmouth and magic to one person this morning, and Miss McKee had far too many questions for my liking."

Chuckling softly, Xander looked back over his shoulder and nodded as he shifted back into the form he'd been wearing when he arrived. "Don't look at me; I was doing my best to keep Miss Wiccan from finding out for that exact reason. Whose bright idea was it to finally let Kat in on the secret?"

Giles furrowed his brow at that; given that she wasn't one of the 'Scoobies' that assisted his Slayer, where exactly had the girl come from that morning? "I believe Willow was too absorbed in her thoughts to notice that Miss McKee followed her into the library. I came out of my office and began asking Buffy questions, which…" He trailed off, eyes widening. "I suppose that makes me guilty on that front, doesn't it?"

"If it makes you feel any better, she would have known by the end of the day anyway. I thought up my to-do list assuming that this wouldn't be a five minute fix, and getting your permission to let her in on our secrets was at the top of that list. She's not exactly Cordelia, but she's got better fashion sense than Willow without the 'ending up with my butt hanging out' potential that would come from letting Buffy take me shopping for clothes. Relevance being that I can't keep living as Willow, or stealing her clothes for that matter and so I'll need some clothes of my own to hold me over until you can turn me back into me. Kat would be useful for that." Making his way over to the printer, Xander opened the paper tray and tugged free a sheet of paper. "Speaking of my list, I should probably write it all down before I forget."

A rather sensible course of action in Giles's opinion; nobody could remind you of what you were forgetting if they didn't know what you were supposed to do either. It would also keep her productively occupied while he made a few phone calls. Starting with one to the Council so he could ask for a raise. He just plain wasn't paid enough to deal with what the Hellmouth was bringing his way these days…

* * *

"…like I said earlier, my abilities seem to work on willpower and familiarity. Definitely 'and' rather than 'or', though. I have to focus and push the change to make it happen, but no matter how bad I want it, I can't turn into someone that my mind can't pull together the pieces for. So… I'm not sure if you noticed, but when I showed you all the girls here at Sunnydale High that I could mimic? I'm sure that the voice is a bit off on at least one of them. I just don't talk to her enough. Beyond those five, there are a half-dozen girls, maybe eight or ten max, that I can get sorta right but not quite. Which actually could come in handy, since it'd let me get around without the risk of being someone's twin. Hmm. Maybe I could use a random girl's form to get out and spend some time guy watching? It wouldn't solve the problem, but it'd buy me some time using the right bathroom. Of course that would mean staring a lot at a guy or two or three, and… well… eww."

Pausing with the library door half open, Willow frowned as she tried to make sense of the conversation. The voice was very familiar, but she couldn't for the life of her pin down whose it was. And what was this about an ability? That let them turn into other people? Was Giles talking to a mutant or demon of some kind? But why would he be friendly to someone like that? Demons were evil - well, for the most part - and mutants weren't necessarily evil but not really the kind of people one wanted to associate with, especially in public. Slipping into the library, Willow carefully closed the door and hugged the wall, sneaking closer to where the voice had come from. She'd originally skipped lunch to ask Giles if he'd seen Xander - who had still yet to turn up after two periods - but this was much more interesting.

"Fascinating. And quite right about the twin problem. Which reminds me, we need to decide how to handle your identity for the duration of this crisis, preferably before Willow and Buffy drop in and see you like this. Buffy would likely try to slay you on sight and Willow… I'm not entirely sure what she'd do, but I doubt she'd be pleased with you." Willow peeked around the corner, spotting Giles with his back to her and blocking the other person from view. "Have you tried turning into someone who doesn't exist at all? Making up a face in your mind to shift into?"

"Yeah, but I don't think that's a long-term solution either. I'd have to perfectly memorize the person I created just like it was a real person, or… well, I suppose I could stay in that form all the time. Maybe. I don't know, what if there's a time limit on how long I can hold any one change? Or I revert automatically when I fall asleep? Tomorrow morning, I'd run into the familiarity problem and be right back where I started." Willow inched a bit to the left, getting a partial glimpse of the girl who was speaking. The first thing that caught her eye was red hair… her red hair. Suddenly, why she might react negatively to meeting this person made a lot more sense. Giles's friend had stolen her body! This was the last thing she needed, considering rumors were already spreading after 'her' behavior the night before. "Although I did figure out something while I was waiting outside for classes to start. I can sorta… misremember… people if I try. So I can use the memories I have to make a good shift, but then make myself a little different so I'm not quite right. You know, like when you see someone you think you know but when you tap them on the shoulder, it's not them?"

There was a long moment of silence and then Giles flinched. "Ah. I see. If you could be so kind as to spare me your puerile fantasies and change back? I dare say that's even more disturbing than seeing a Willow who has your grin, Xander."

Wait, what? Xander… was Xander a shape-shifting mutant who was stealing her body? That was the only thing that made even the slightest bit of sense, since he certainly wasn't a demon… right? Unable to contain her curiosity any longer, the redhead stepped out from behind Giles, freezing at the sight before her. Although, to be fair, the Willow-shaped-Xander seemed just as shocked to see her. "Will! This isn't what it looks like."

"So I'm not looking at a girl who could be my lesbian love child with Christina Hendricks?" Well, the oversized breasts were the most visible of the changes, but there were others that Willow was noticing the more she looked. Like how Xander had turned her blue eyes brown, added a generous helping of orangish freckles to her skin, and lengthened her hair before turning it a color closer to stop sign red. Inevitably, though, Willow's eyes gravitated back to Xander's chest. Wow. Those were really big. Like, probably bigger than Cordelia big. Which officially put them in huge territory and meant they definitely did not belong on her slender body.

The creepy, not quite right, Willow-shaped-Xander slumped for a moment before straightening up again and meeting the real Willow's gaze as he slowly changed back to a perfect replica of her actual appearance. "Okay, so this is exactly what it looks like. But there's a really good explanation for all this." Willow shot Xander a skeptical look and he held up his hands defensively. "There is, I swear! Seriously, do you think I want to run around looking like my best friend? I had to pick someone I knew and change into them, or I woulda been stuck running around town looking like this." And then Xander's flesh rippled and changed.

Into a Smurf.

Actually, that wasn't entirely accurate, Willow realized. Smurfs had white hair, while Xander had gone back to having the stop sign red hair that he'd been sporting when she first caught sight of him, albeit far shorter this time. His skin had patches of blue scales instead of being entirely smooth, another non-Smurfy feature. And his eyes… instead of being her blue or the chocolate brown that he'd been using when she first saw him, they were now entirely yellow save for the pupils and very demonic looking. Oh, and while it had nothing to do with her initial Smurf comparison, the whole female body thing was pretty weird too. He wasn't Xander-shaped anymore. He was creepy demonic blue chick-shaped. How… when… why..?

"Is this a good time to mention I love eating blueberries?" Jumping at the familiar but entirely unexpected voice, Willow whirled around to find not just one or two, but a whopping four of her classmates standing just inside the doors. Avery Snow let out a soft chuckle at the looks they received before skipping forward, nimbly dodging Willow and forcing the redhead to spin back around to track them. Slowing to a more sedate walk, the diminutive brunette slowly circled Xander twice before leaning against his left side and grinning up at him. "So… felt like trying something new today, Xander? I like it. It's a good look."

Peering down at Avery, Xander raised an eyebrow. "Aren't you supposed to be demi?"

Avery rolled their eyes at that before reaching up to gently swat Xander upside the head. "I am, but that doesn't mean that I can't compliment people I find pretty. I compliment Kat all the time."

"You've never complimented me before."

"I've never found you pretty before."

"Ouch."

Even as Willow felt things begin to spin wildly out of control, Giles sputtered softly before clearing his throat and trying to reassert control over the situation. "Excuse me, Miss-"

Willow and Xander winced in sync at that, both having been friends with Avery for long enough to know exactly what land mine Giles was in the process of stomping on. And while Avery was nice enough to not say anything about it when dealing with a stranger, that didn't mean that- "Avery is genderfluid, Giles." Hey! Xander was stealing her exposition! "So if you don't mind, maybe we can ix-nay on the eteronormativity-hay?"

"I see." Giles's eyes bounced from Xander to Avery and back again, and then he furrowed his brow. "What am I supposed to call… them… then?"

"Avery? Avery works. Or 'Snow', I guess, if you're feeling stereotypically British and want to go with my last name?" Avery shrugged and gave Xander one last long look before turning their attention to Giles. "So, I'm really curious about Xander being a blue girl all of a sudden, but since we only get twenty-two minutes for lunch… Kat said that you said that magic is real?"

All eyes turned to Kat, who stared back at Avery with a betrayed expression on her face. "Don't make it sound like I was just running around telling everyone the secret! I was talking to Fox about it, and you and Courtney eavesdropped on us!" To Kat's left, Fox Leigh offered a hesitant wave hello, even as Courtney Palmer appeared to think for a few seconds before shrugging and nodding to verify Kat's story. "Mister Giles, I swear I wasn't just running around telling everyone. Really. It's a secret. I get that. But Fox got turned into her costume last night too, and-"

Before Kat could get any further into her explanation-slash-excuse, the library doors burst open behind her, slamming violently against the wall as Cordelia stormed in. A very green-haired Cordelia… who had evidently gotten the memo that Xander was borrowing certain bits of her and had likewise upgraded to keep her throne as the bustiest girl in school. What the hell? "I don't suppose one of you freaks wants to tell me why I took my wig off this morning and found this underneath instead of my real hair? And don't even try pretending to be innocent, because we both know that everything weird that happens in this town involves you people. Well, at least since Buffy came to…" She trailed off, looking around slowly as she finally realized that the library was considerably more occupied than it usually was, her eyes lingering on Xander the longest for obvious reasons. Or what Willow thought was an obvious reason. Rather than scream or run, like the redhead would have guessed, Cordelia's eyes narrowed hatefully. "Mystique!" And then in another move that surprised Willow, the cheerleader thrust her oversized purse out in front of her and yanked it open.

Six jagged shards of metal rose up out of the bag and hovered for a moment before launching themselves at Xander.


	3. Chapter 3

Joe's Note: This chapter was posted while my normal beta was on vacation and so it was filled with assorted errors. And got patched up even more when she pointed out some actual plot and character errors, meaning I was really off my game. Which is why it's always a good idea to reread my stuff once in a while if it's been a while since I updated. Because hey, this version of the author's note was written over a year and a half after the chapter was originally posted, when I came back through to do one last round of cleanup and tweaking.  
Dedications & Thanks: To Nicholas, Alexander, Howard, MJ, Daniel, Christopher, Invernos, Ken, Wil, Koby, William, Leigh, Thyatira, Chris, George, Timothy, Jason, Noh, Crusifikz70, Jack, Pat, Chris, Mitch, and Jess for sponsoring me on , and making it easier for me to spend more of my time writing.

* * *

 _November 1, 2013  
_ _Sunnydale High School - Library  
_ _Sunnydale, California_

* * *

Xander jumped as the library doors slammed open, but before he could focus enough to morph his body into something a bit more human looking, his brain froze at the sight of a green-haired Cordelia. An exceedingly busty and green-haired Cordelia. "I don't suppose one of you freaks wants to tell me why I took my wig off this morning and found this underneath instead of my real hair? And don't even try pretending to be innocent, because we both know that everything weird that happens in this town involves you people. Well, at least since Buffy came to…" She trailed off, taking in the larger than normal group in the library, her gaze eventually landing on Xander and staying there. Her bright green eyes - the exact same shade as her newly green hair - widened the slightest bit before narrowing. She definitely seemed surprised, Xander noted, but there was recognition rather than shock mixed into her expression. At the same time, he almost felt as if he… knew her? Not just because they'd been in school together for years, either. Other memories, separate from his own, danced just out of his reach. Taunting him. His suspicion that his demon form knew Cordelia was reinforced when her expression became downright hateful. "Mystique!"

Before Xander had the chance to ask who or what the hell she was talking about, Cordelia thrust out her massive designer purse and yanked it open. Six jagged pieces of metal floated upward into view, hovering in midair for a moment before launching themselves at Xander. It was then that he learned he'd acquired - or rather retained - not one, but two gifts from his Halloween costume: the ability to shapeshift and incredible flexibility. One arm snapped out to shove Avery out of harm's way and then he threw himself backward, tucking and rolling until he came to rest on his stomach, his body flattening against the floor to present the smallest possible target. The metal missiles whistled past overhead and then Xander was hopping up, hurling himself at Cordelia.

Two more pieces of metal rose up out of Cordelia's purse as she dropped it to the floor, larger sheets that wrapped around her fists to create metal gloves. With her precious nails protected from harm, she had no problem trying to counter his lunge with a sloppy punch that he evaded by twisting his body in midair, continuing on past her until he hit the ground. Rolling, he popped back up onto his feet and dodged two more punches as he circled to her left, waiting until she was pulling back in preparation for a third punch before lunging forward again. Cordelia threw the punch and Xander grabbed her wrist, pulling her arm forward until she squealed in pain at the overextension before chopping harshly at the back of her neck. She dropped to her knees and Xander tackled her hard, flattening her onto her stomach and perching on her butt as he grabbed both arms and yanked them back to the small of her back. "What the hell, Cordy? I thought you were supposed to be the one around here with class. Since when do you try to kill people with chunks of metal?" He paused. "Since when can you do that, by the way?"

"Like you don't know, Mystique. What the hell are you doing in Sunnydale? Did Grandpa send you to find me? I still don't agree with what he's doing and I'm certainly not going to help break him out of whatever plastic hole the government shoved him into." Suddenly, Cordelia went still beneath Xander. "Wait a minute. 'Cordy'? You always call me 'Miss Lehnsherr' just to piss me off."

Xander rolled his eyes, with said eyes shifting from yellow to blue as he returned to his Willow-shaped disguise. He debated letting Cordelia up, or at least releasing her hands, but decided against it for the time being. Granted she probably didn't need her hands free to send those flying metal spikes of hers at him, but she wouldn't be crazy enough to try that trick when he was this close to her… right? "I have no idea who Mystique is, Cordy, I'm in Sunnydale because I've lived here my entire life, and I don't know a damn thing about your grandfather. And your green hair is probably connected to my blue skin. It's me. Xander."

Peering back over her shoulder, Cordelia raised an eyebrow at him and wiggled her wrists in his grasp until he released her arms. Once freed, Cordelia squirmed beneath him awkwardly until she managed to roll over onto her back, lying there and staring up at him with her mouth wide open in disbelief. It was silent disbelief for the first few seconds… and then the laughter started. "Oh my God. Xander? Seriously?" He nodded, setting off a whole new round of laughter. "And I thought my hair was bad. At least I can dye it. You got turned into Smurfette!"

"Yeah, well, I can shapeshift. As made obvious by my change from blue to Willow. Even your eyebrows and lashes are green, so have fun trying to make yourself look normal again." Xander paused as something occurred to him and he gave Cordelia a slow look over, or at least as best he could while sitting on her. When he was finished, his eyes slid back down to her chest and one borrowed red brow rose. "I was going to ask if all the hair on your body was green now, but I can think of at least one thing more interesting than your hair to ask about. Or rather, two things."

"Oh, you did not just…" A knee abruptly slammed into his back, knocking Xander forward and leaving him unbalanced enough that Cordelia easily managed to grab him by his slim shoulders and shove him sideways and off of her body. Hopping back to her feet with surprising nimbleness - especially considering her new 'gifts' - Cordelia summoned her six deadly friends from wherever they'd landed and decided to make a second go of it, shooting the gleaming metal shards at him again. Xander rolled across the floor, both hearing and feeling the impacts as they slammed deep into the hardwood, before deciding to go with a variation on the technique that had previously brought him victory and launching himself at Cordelia again.

The key word being 'variation'. Running purely on his new instincts, Xander deliberately landed just short of Cordelia and dropped to the floor so he could sweep her legs out from under her. Cordelia let out a squawk of surprise before throwing her arms out and… not falling. Crouched on the floor, Xander stared up at Cordelia in disbelief as the green-haired girl floated there in the air for a few seconds before slowly righting herself and dropping back to the floor. Okay. So evidently Cordelia had been hiding a whole bunch of secrets from them…

Then a blur slammed into Cordelia from behind, sending her sprawling forward and forcing Xander to dive out of the way to avoid being squished beneath her. When the green-haired girl slammed to the floor with a grunt, it was hard to say who was more surprised to see Fox sitting on her back: Xander or Fox herself. That surprised lasted until Cordelia shifted beneath her, and then the blonde jammed the strange black bracelet she was wearing against the cheerleader's neck, releasing what must have been a painful shock based on the shriek that Cordelia emitted. "Huh. I was just wearing it because I thought it looked cool. Did not know that my Widow's Bites still worked. Neat."

Before they could go any further, though, Giles cleared his throat. "If you children could keep from destroying my library with your childish behavior, I would greatly appreciate it." Rising to his feet, Xander gingerly stepped across Cordelia and then leaned down, helping Avery climb back to their feet. Turning back around, he found Fox looking guilty as she did the same for a furious-looking Cordelia. "Thank you. Now, Cordelia, I had previously believed Xander to be some previously unknown species of demon but if you have information to contribute, I would like to hear it. Also… the surname Lehnsherr is familiar to me for all the wrong reasons, and when combined with your other comments… I can't help but hope you are not referring to the man I think you are when you say 'Grandpa'."

Ignoring Giles for the moment, Cordelia turned and drove her metal-wrapped fist into Fox's stomach hard. "I swear to God, you are so fucking lucky that we're in a public place or I would stab you in the brain with one of my spikes and then stir. Never… ever! Ever ever ever touch me again. Understand?"

Fox wheezed as she dropped to her knees, staring at Cordelia with wide eyes. "Xander touched you. Why aren't you threatening him?"

"Because I tried to touch him first. He defended himself. You attacked me."

"…that's, ugh, fair. I guess."

"Glad we had this talk." Cordelia thrust both arms out in front of herself, using her powers to peel away the metal protecting her hands and return it to her oversized purse. "And Giles, if you're thinking of Erik Lehnsherr, also known as Magneto the psychotic mutant terrorist with the glowy energy weapon he tried to use on the UN delegation? You're not wrong. My mom's the youngest of his four children… or at least the four children we know about. With all his wandering and fake names and bad luck, there might be more out there and so I could have aunts and uncles and cousins I don't know about yet." Pausing, Cordelia reached up to curl a strand of green hair around her finger as she stared off into space. "Which… I don't know how I'd feel about that. On one hand, it'd be weird if I ever met them but on the other hand, they've gotta be better than the relatives I have right now…"

Wandering over to stand on the side that Fox wasn't occupying, Xander nudged Cordelia gently in the ribs. "As cute as ADHDelia is, we need you to focus here. Stay on topic and we'll discuss your family tree's branches later, okay?"

"Bite me, Bluebell. Pondering potential relatives that I've never met is totally relevant to discussing my grandfather. Duh." Cordelia rolled her eyes and returned the favor, driving a startlingly pointy elbow into Xander's side before continuing with her explanation. "But since I need to keep things simple for you… the ones we're sure of? He used to have a daughter named Anya from his first wife but she was killed, and then Magda freaked and ran off. Probably because he went insane and used his powers to kill the people who kept him from saving his daughter and then took out what was left of the town just for good measure. It turns out that Magda was pregnant when she ran off on him, and later gave birth to a pair of twins: my Aunt Wanda, who can mess with reality for giggles, and Uncle Pietro, who has superspeed. Not sure how that worked out or what either has to do with magnetism, but that's genetics for you. My only two cousins are from that branch of the family." Cordelia shrugged before pointing to herself. "Moving on… eventually my grandpa met a woman named Suzanna Dane. She's my grandmother. She gave birth to a bouncing green-haired baby girl named Lorna, who has Grandpa's powers but thankfully lacks the whole 'take over the world' gene. She took the name Miriam Lockner when her father ran off to go on his _Pinky and the Brain_ kick and married a boring flatscan so she could live a life of wealth and comfort. I'm the product of their largely loveless marriage. Before last night, I had the powers without the freaksville look that mom gets when she forgets to book an appointment to have her roots touched up but I guess I can kiss my days of blending in goodbye."

"I'm sorry…" Giles looked utterly baffled, not that Xander could blame him. It was a lot to take in. Cordelia was a mutant? Whose grandfather was the infamous mutant terrorist Magneto? And Miriam Chase - whose picture was probably next to MILF in the dictionary - was really a green-haired mutant who had inherited the man's fearsome magnetic powers before passing them on to Cordelia? Except it turned out Giles was stuck on something else entirely. "Who or what are 'Pinky and the Brain'?"

Eyes wide, Cordelia stared at Giles in disbelief. "You're serious? 'Gee Brain, what do you want to do tonight?' 'The same thing we do every night, Pinky: try to take over the world!' No? Nothing? Doesn't ring a bell?" Giles stared back at her blankly before slowly shaking his head and Cordelia threw her hands up in the air. "Seriously, even I've seen that cartoon. It's hilarious."

Fairly certain that Cordelia's homicidal moment had come to an end if she was quoting Saturday morning cartoons - and was it wrong that hearing her do it made her seem even hotter than she did before? - Xander took a few seconds to gather his thoughts so that he could best take advantage of the resource he was being presented with. "So… about this Mystique person. I'm going to go out on a limb and say she's a fellow mutant who works for Magneto? A blue shapeshifter? Looks a lot like I did when you came in?" Cordelia nodded. "Would your grandpa ever, say, assign her to pretend she was a United States senator?"

Cordelia shook her head, paused, and then nodded slowly. "He wouldn't have before, but now that he's captured and imprisoned… especially if the senator was someone who had access to information about him? I can totally see Mystique doing it. But what does that…" Reaching up, Xander fluffed the former brunette's hair a few times and then comprehension dawned. "That's how you got blue. Who'd you dress up as? And… God, what kind of freak dresses up as a politician for Halloween?"

Scowling, Xander went to cross his arms over his chest before aborting the move on account of the awkwardness of having breasts. Stupid temporary girlhood. He settled for under his breasts instead; it pushed them up and together a bit but it wasn't like there was anyone around who would have appreciated the view even if his borrowed clothes showed the slightest hint of cleavage. "I went as Senator Robert Kelly. One of our state's senators. I had to grab a costume last minute, so I borrowed this suit I found in the basement of my house and then stopped back at Ethan's on my way to school. I picked up one of the dud Blackberries I remembered seeing; according to him, Pepper Potts and Emma Frost are popular costumes this year, so there was a market for CEO-ish accessories. Oh, and he threw in this little flag pin to wear on my suit jacket's lapel when I told him what I was doing. Voila. Cheap costume to take kids around town in. Next thing I know, I'm blue. So I'm going to go out a limb here and guess…"

Even Cordelia could put two and two together when things were presented to her that simply. "…Mystique has replaced Senator Kelly to get information to free my grandpa, and when you got turned into Senator Kelly, you really got turned into 'Senator Kelly' and so now you have her powers." She tapped one finger against her chin even as the fingers of her free hand made a beckoning gesture, causing her makeshift projectiles to float up off the floor and return to her. "If Mystique is Magneto's minion, and I'm Magneto Junior Junior while you're Mystique Junior, does that mean I get to have you as my minion?"

Xander snorted. "Uh, no. Whole world of no. Unless…" He trailed off, taking advantage of the fact that they were both standing to subject Cordelia to a more thorough inspection than he had while sitting on her. What exactly did minionism entail? Was it anything like being a Cordette? Because they got to see Cordelia in the locker room showers and stuff. If that was part of the minion package, then color him… interested, at a minimum. "Well, I guess I could be open to negotiations. What kind of benefits package do you offer?"

"Are you checking me out?" Shuddering, Cordelia made a motion with her hand, reorienting the metal shards to point at Michelle. After a few seconds, she sighed and snatched the metal shards out of midair, likewise recalling her purse with her powers so she could shove them inside. "I just got checked out by Willow Rosenberg. Actually, being ogled by Willow would be bad enough. But no, I got checked out by a boy wearing her body. My dive into the world of creepy stuff is officially complete."

Rolling his eyes, Xander decided to take advantage of his new powers to freak Cordelia out and smoothly shifted from Willow's form into a replica of what Cordelia had looked like before the magic of Halloween had changed her. And ow, stuffing that much chest into a Willow-sized bra was not comfortable in the least. Not to mention that he felt like he had the world's worst wedgie. "Aww, I'm sorry. Would it be better if I checked you out while I was wearing this body, Cordy?"

Cordelia frowned, tilting her head to one side as she looked Xander up and down. "I don't know. Would that be lesbianism, incest, or masturbation?"

"Wow. Okay, you two are done talking. See. Resolve face. Mostly because the same thing would apply to me and Xander when he's in my form, and I really don't want to think about that." Willow's glare swept back and forth between the two of them and Xander raised his hands in surrender, shifting back into the redhead's twin before changing a few small things up just to make who was who easier for Giles and Cordelia to keep track of. Ah. Much more comfortable. "Now that we're done with that… yes, Giles, Cordelia is exactly who you think she is. Considering that her problem is identical to Xander's problem - and for that matter, Fox's problem - do we actually need them around? Or can they go to class?"

"I don't know about the rest of you, but I'm leaving. Lunch is almost over and I already missed two periods today. Can't really afford to miss any more." Tugging a hair tie off her wrist, Cordelia reached up and pulled her hair into a ponytail before sighing. "I'll keep my eyes and ears peeled for signs of more freaks like us and check back in after fourth period. Everyone but Xander and Willow, get the hell out. Willow can afford to miss a class or ten. I'm pretty sure that's not something any of the rest of you can say. And Fox, get up. I didn't even hit you that hard."

"Says you."

"Yes, says me. Who hit you. It wasn't that bad. I've gotten hurt worse at cheerleading practice."

Digging out their phone and checking the time, Avery let out a soft hum. "I'm probably the one exception to that, but I actually like my third period class. Theater Arts: where I can run around as a Welsh elf for eighty-four minutes and get an A+ for it. Maybe I can… wait no, I have Freehand Drawing after that. Where I can draw a Welsh elf for eighty-four minutes and get an A+ for it."

Xander raised an eyebrow at that. "I'm sensing a theme here…"

"What? I like elves and I like the Welsh."

"How do you draw an elf that's Welsh?"

"Easy: you draw an elf and then add a speech bubble full of nothing but consonants."

Huh. Seemed legit. Xander let out a squeak of surprise as Avery suddenly pulled him into a hug, giving the petite brunette a hesitant pat on the back before they pulled away and dashed toward the library doors. That seemed to shock the others into action, the girls filing out in a slightly more sedate manner with a grumbling Fox bringing up the rear. Soon, it was just Xander, Willow, and Giles left in the library… and Willow didn't look terribly pleased for some reason. "Will? What's the ma-"

Willow scowled as she stalked over to her fellow redhead, reaching out and tugging Xander's green sweater between two fingers. "I recognize this sweater, mister! You stole this from my room!"

Letting out a nervous chuckle, Xander reached up and rubbed the back of his head sheepishly. "Guilty? In my defense, I was going to bring it back. I just didn't have any money for clothes for my new body, and I figured that you'd be more upset with me for robbing a store than you would be about me borrowing something from you. Borrowing, not stealing, because I'll give it back as soon as I have something else to wear. Well, I might hang on to the sweater for a bit. It's not like you wear it, and it's kinda growing on me. You can have the jeans and underwear back for sure, though."

"You stole my underwear too?!" Willow's eyes widened and then she slipped past Xander, huffing loudly as she tugged the back of the redhead's sweater up. There was a muttered curse and then a hand impacted with the back of Xander's head, driving him forward a step as his sweater dropped back down into place. "Ugh. If you'd stolen something cheaper, I'd tell you that you could keep the entire outfit, but not that set. Stuff from Hanky Panky costs me almost as much as shopping at Victoria's Secret."

"Since when do you even know that Victoria's Secret is a thing?"

"Since none of your damn business!"

As much as Xander wanted to press the subject - seriously, since when was Willow into that kind of thing? - the look that Giles was sending their way convinced him that discretion was the better part of valor. For now, at least. "Books! Let's read some books! Research! Fix this!"

Giles nodded, opening his mouth to say something… and then Buffy picked that moment to breeze into the library, checking her appearance in a compact as she walked. Peering over the top, she waved her free hand. "Hey Giles. Willow. Cordelia. Another Willow." Then she paused, realizing what she'd just said, and looked up slowly. "Since when do we have two Willows?"

Willow looked at Xander, not quite what to say, and he grinned as an idea came to him. After all, even he didn't know the full extent of Willow's family; assuming Giles could fix this relatively soon, the whole thing could be written off as Xander conveniently being out sick with the flu the few days that Willow had family in town. If not… well, he was going to have to stay somewhere. Mouthing 'go with it' at the redhead, he turned his attention back to Buffy and scoffed as he did his best to channel Average Cordette #3. "Um, clearly not Willow. My hair is a different shade of red. And I have freckles. I'm Michelle. Michelle Flaherty. Willow's cousin. My parents sent me to stay with Aunt Sheila so they could go on this month-long second honeymoon without getting charged with neglect or abandonment, except Aunt Sheila evidently forgot to tell them that she wasn't going to be in town either. So it's just me and Willow, but that's cool because Willow and I get along well. Who are you?"

"Oh. Willow didn't mention me?" Buffy shot the redhead an odd look, equal parts curious and betrayed, before returning her attention to 'Michelle' and forcing a smile. "I'm Buffy. Willow's best friend. I'm sure we'll be seeing each other a lot. But, uh, that'll have to wait until later. Giles? Can I talk to you? Alone?"

As the blonde dragged her Watcher off to talk in his office, Xander bit his lip hard to avoid laughing. As soon as the door closed, though, he broke down with Cordelia following soon after. Willow managed to keep from laughing with them, although she did crack a smile. "Xander! That was mean! Why didn't you-"

"Later."

"But-"

"Later. Resolve face."

"Hey! That's my line!"

* * *

 _November 1, 2013  
_ _Pym Household - The Not-As-Secret-As-Hank-Thought Laboratory  
_ _Sunnydale, California_

* * *

"So, let me make sure I'm understanding all of this correctly. You broke into the laboratory that you're not even supposed to know exists and violated what is essentially a memorial to your late grandmother… so that you could have a Halloween costume. You were at least smart enough to not steal any of my particles, and filled up the reservoir with cherry soda. Which you'll be cleaning out thoroughly later today, might I add. While you were out having fun with your friends, something happened and you… claim that Janet took over your body. Your namesake, that is. She had access to all of the powers inherent in a properly outfitted Wasp suit, and spent the night flitting around town beating up looters and leaving them for Sunnydale's finest to pick up. When you regained control of your body, you were shrunken but managed to return to full size despite the fact that the reservoir was still - or perhaps again - full of cherry soda. And then you shrank again and flew back to the house. Did I leave anything out?"

"Um, well, there's these things." Janet Pym II turned to present her left side to her grandfather, allowing him to watch in disbelief as a quartet of diaphanous wings rose from a resting position into flight configuration before vibrating softly. "Whatever you were using to power Grandma's wings was long dead and so I left the entire pack at home rather than lug it around on my back. When I turned into her, these just sorta… showed up. Oh! And if you want proof that I turned into Grandma or that she possessed me or whatever? You. Her. That dollhouse in your first lab. 'Nuff said?"

Henry 'Hank' Pym grimaced as he reached up to loosen his tie a bit. "Definitely enough said. Thank you." While his granddaughter was generally a joy to deal with, having inheriting his intellect along with much of his late wife's personality - and thankfully very little of that wombat his daughter had gotten herself knocked up by - there were the occasional days that made him wish that he'd either remained a bachelor or talked Jan out of starting a family. Today was one of those days. Inhaling slowly, Hank held it through the count of ten and then exhaled. This was his penance, he reminded himself. If he'd been a better father to Hope, he wouldn't be in this situation and his granddaughter - if he even had one - would living with Hope and whoever she'd chosen to make a life with. Not still living with him save for the first and third weekend of every month and two weeks during the summer, despite the fact that Hope was no longer a pregnant college freshman with few options and fewer prospects for supporting her monument to contraceptive negligence. And now Janet… wait. Did she? "Can you still change… wait, don't!"

Either his warning came too late or she chose to ignore it, and Janet appeared to fold in on herself before disappearing from sight. A tiny winged figure floated up off the floor, closing the distance between them and zipping back and forth in front of his face a handful of times before putting a bit of distance between them. Then came the characteristic soft whoosh of displaced air that accompanied height multiplication and Janet was back, thin tendrils of smoke curling up off of her bare skin. Slightly taller than she had been when they'd started their conversation, he idly noted, and missing her wings. Fascinating. "Yes. And I'm pretty sure my entire physiology has reconfigured itself, because obviously I can do it without a helmet if I need to. Also? I took the helmet off while shrunken and survived. How do you think I know that the reservoir was full of soda when I managed to grow back to full size?"

So his granddaughter's body was now spontaneously generating its own supply of his greatest secret while simultaneously managing to violate what few rules Hank thought he knew about his own usurpation of the nature order of things. Lovely. "New rule: if you want to keep your allowance… no, better yet. If you want to keep your basement workshop? Your mother never finds out about this. Ever. Hope doesn't know who and what your grandmother was, and we're going to keep it that way. Understand?" Hank waited until Janet nodded her assent before letting out a sigh of relief; if that conversation between him and Hope ever occurred, it wouldn't be while she was working as the right hand of Darren Cross. Making his way over to the nearby chair, Hank lowered himself into it before gesturing at the room around them. "How did you even-"

"I love how you keep forgetting that I'm running a higher GPA than you did back in high school, Grandpa." Letting out a soft huff of annoyance, Janet rolled her eyes and wandered over to his workbench, hopping up to sit on the edge. "I've known about your little Fortress of Solitude ever since you let me help with the remodeling back in my freshman year. You showed me floor plans that claimed the basement was a ring around a giant cement block, which made absolutely no sense. From there, it was just a matter of finding a way in. Oh, and I know about the secret room in the safe, too. Why didn't you ever finish that suit? It would have made a much cooler Halloween costume than the one I borrowed. Still can't believe Grandma fought evil in a skirt…"

"Stole."

"Stealing is just borrowing without asking permission first."

Opening his mouth to refute that idea, Hank paused as the doorbell rang, the sound both echoing down the staircase and into the basement as well as emerging from a special speaker he'd rigged up in his lab for when he was working. "This discussion isn't over. Stay here." Janet leaned forward and Hank raised a warning finger, waiting until his granddaughter had straightened back up and raised her hands in surrender before turning and making his way out of his lab. Ascending the staircase as quickly as his aging knees would let him, he snagged his phone off the charging dock as he passed through the kitchen. Tapping in to the security system revealed… one of Janet's classmates? He vaguely recognized her; a blonde who Janet occasionally tutored. Might have been on the cheerleading squad with his granddaughter, too; he had a hard time keeping track of them, little clones that they tended to be at competitions. What did she want? And why wasn't she in school? Pasting on a smile, he tucked his phone into his pocket and opened the door. "Hello?"

The blonde looked him up and down slowly before grimacing. "Damn, Hank, you've aged terribly."

"Excuse me?"

"Yerevan. March of '88."

"…Natasha?" Well, if Janet had been possessed by her namesake the night before thanks to whatever the hell had turned the town into a veritable war zone and sorely tested his vow to never don the Ant-Man suit again… why the hell not? He'd seen - and done - weirder shit in his time working with SHIELD. Hank sighed and stepped to the side, gesturing for the girl to enter the house. "Why don't you come in and have some tea? And for the love of God, keep Yerevan to yourself around Janet."

Snorting, the girl stepped into the house and closed the door behind her. "Please. Janet's the only reason I'm passing like, half of my classes. Of course I'm not going to tell her that I remember goading her grandfather into a hatefuck in a shitty hotel in Armenia." She abruptly froze, eyes widening, and Hank followed her line of sight to where an equally wide-eyed Janet was standing at the top of the basement stairs. "Aaawkward."

* * *

 _November 1, 2013  
_ _Xavier's School for Gifted Youngsters - Cerebro  
_ _Westchester, New York_

* * *

"Now show me Esme, if you would?" Before Emma Frost could even finish her request, the ethereal people that filled Cerebro blurred around her and the glowing red form of her eldest daughter appeared between her and her student, sitting at what Emma recognized as the local Starbucks with a few blurry white figures. Flatscans. One of these days, she really needed to talk to her girls about making friends with the wrong sort. For now, though… "How do you keep-"

"This may be the fifth time you've done this exercise with me, but it's probably closer to the five-hundredth time I've done it with you. I learned your pattern back when you started training me." Raising her hand, Rachel 'Grey' used a finger to trace fiery letters in midair, spelling out the word 'SPICE'. "You asked me to find each of your daughters using Cerebra." Quick flicks of her finger added some arrows below 'SPICE'. "Each time after that, you'd send the girl at the front of the previous session's line to the end." Rachel filled in 'PICES', then a second set of arrows, 'ICESP', another row of arrows, 'CESPI', yet more arrows, and finally 'ESPIC'. "So I just keep track of who you ask for first, locate all five at once, and then deliver them in the right order. Voila. Happy teacher."

There was a soft snicker from off to her right, causing Emma to shoot a quelling look over at Elizabeth Braddock before returning her attention to the redhead standing in front of her. After a few seconds of intense scrutiny, Rachel started to squirm… at which point Emma smiled. "So, since it's becoming increasingly clear that I've already taught you everything I currently know - including my morals - is there perhaps something that you'd like to teach me?"

Rachel's brow furrowed as she contemplated that. "Well, considering you just gave me this secretive little smile when I asked who taught you certain things that not even Mom can do, I'm pretty sure that I'm actually supposed to teach you a thing or two while I'm here or else you won't be able to teach me in the future. Kinda like being my own grandma, just without the icky incest part. Let's see. I… can't actually let you try this because you don't have the power yet, but if you want, I can prove it is possible so you can try it a few years down the road?" Curiosity sufficiently aroused, Emma nodded and the redhead jerked a thumb back over her shoulder. "Behind me, if you don't mind. I'll need to make a few adjustments to the computer first. And Betsy, I'm gonna need you to hold the back of my shirt up. It's one of my favorites and I don't want to torch it doing this."

Carefully easing herself under one of the metal cables that connected Cerebro's helmet to the console, Emma moved to stand behind Rachel as she'd been directed, making a point to leave enough space between them for Elizabeth as the purple-haired Briton circled around from in front of Rachel to join her. As she reached out and began to carefully roll the back of Rachel's green blouse upward, Elizabeth turned to Emma. "Even if there's nothing more you can teach her, Professor Frost, I wouldn't mind a bit of extra tutoring."

Undoubtedly. Emma was one of mutantkind's premiere telepaths, second only to Charles Xavier himself based on her searches with Cerebro. And so while Elizabeth's well-shielded mind kept her from being the walking id that Logan tended to be - especially around Jean - Emma was still well aware that the younger telepath harbored quite a crush on her. She was of two minds on the subject: while on one hand, she knew that nothing could come of it - for legal reasons, if nothing else - she found the attention quite flattering, especially compared to how she was treated by the majority of those interested in her. But given that she was only 'an' interest of Elizabeth's rather than the girl's sole interest, and said interest was only being expressed in the form of apples on her desk, longing looks, and the occasional daydream? Emma didn't particularly see a need to discourage the girl, especially given that both she and Elizabeth knew where her future lay. Brushing up against the shorter girl, she reached out and traced a finger over the odd, blocky, vaguely avian tattoo that adorned the small of Rachel's back. "Perhaps something could be arranged. And Rachel, I still don't understand why it was necessary to deface your skin like this…"

"You will someday." After inputing a few last commands into Cerebro, Rachel's head lolled forward as she took a few slow breaths. Then she inhaled sharply, her head snapping back sharply as the tattoo came to life beneath Emma's finger, shifting from black to a fiery mix of red and orange. Heat began to lick at the blonde's bare skin until Emma pulled her hand away, hissing softly at the discomfort. Around them, Cerebro surged to life but rather than display the faint outline of the Earth's continents set ablaze by white or red points of light, Emma found herself staring at… the surface of the moon? After a few seconds, the image shifted and zoomed in on a rather unremarkable spot to the northwest of the Sea of Tranquility. Or at least it appeared unremarkable at first; as Emma watched in disbelief, blue dot after blue dot flared into existence. "History always was my weakest subject. Probably because Professor Summers could put a statue to sleep. Do you know about the Inhumans yet, Mother?"


	4. Chapter 4

Joe's Note: Having written the original descriptions of Willow - and therefore how Michelle differentiated herself from her 'cousin' - from memory instead of pictures of Alyson Hannigan, there were a few things that were backward in the original version of this story. Michelle being the one without freckles, for instance. Also a bit of updating was done as I bump the timeframe forward into the modern day, both in terms of fashion and accessories. Nothing earth-shattering, but it does ripple forward through the other chapters. We will obviously see some very real ripples in the story going forward between real world events and the integration of the Marvel Cinematic Universe, such as when all hell breaks loose in England three days from now…  
Dedications & Thanks: To Nicholas, Alexander, Howard, MJ, Daniel, Christopher, Invernos, Ken, Wil, Koby, William, Leigh, Thyatira, Chris, George, Timothy, Jason, Noh, Crusifikz70, Jack, Pat, Chris, Mitch, and Jess for sponsoring me on P-atreon, and making it easier for me to spend more of my time writing.

* * *

 _November 1, 2013  
_ _Paseo Nuevo Shops & Restaurants - Main Level Concourse  
_ _Sunnydale, California_

* * *

"So, explain to me again how I ended up getting roped into this? Because last time I checked, I didn't like Xander at all and… well, Xander liked staring at me but that doesn't exactly a friendship make. And with how things have gone so far, I'm not sure I'm going to like 'Michelle Flaherty' any more than I liked Xander."

Rolling his eyes at Cordelia's repetition of the same question for the sixth time since they'd arrived at the mall, Xander decided to fall back on the same answers he'd thrown her way the last five times she'd asked. "You got 'roped into this' because you jumped out of your seat, volunteered, and then dragged me out of the library when I mentioned that I needed to buy Michelle some clothes of her own because Willow wouldn't let me keep stealing from her. Probably because your choices were sitting there researching a cure for our weirdnesses with Giles and Willow or coming to the mall with me." Cordelia let out a noncommittal hum at that and Xander decided to feed her ego a bit. "Besides, who should I have brought with me? Willow's all for me buying my own clothes and is even willing to pay for it using her parents' credit cards because she's in one of her 'if they didn't want me doing whatever I wanted, they'd be here to stop me', as close to rebellion as Willow can get moods. But, as you love to point out, she isn't exactly fashionable." Or at least she wasn't fashionable in public. The outfit that she'd worn for Halloween, and some of the things that Xander had spotted in her room this morning? Yowzers. To say nothing of what he'd found in her underwear drawer…

A little snort of laughter escaped Cordelia at that. "Willow isn't exactly fashionable? That's like saying Charlie Sheen isn't exactly sane. Bit of an understatement."

"…nice. Moving on… Buffy? Giles needs to know my secret so that he can research a cure. Willow walked in on me in her body. You, Kat, Fox, Courtney, Avery… you all walked in on me blue. I can't change any of that now. But that doesn't mean I want Buffy - or anyone else - knowing about my little problem unless they absolutely have to. That's why I lied and told her I was Willow's cousin. Which should actually help keep her at arm's length until we can fix this, since she'll think she needs to hide her Slayer-ness from 'Michelle'. So that means Buffy's out, Willow's out, and that leaves… the others who know about me can't drive. So Harmony, Gwen, or one of the other Cordettes that I don't really know and therefore would have no excuse for cornering and dragging on a shopping expedition. Or, you know, you. You, who already knows my deep dark secret and won't blink if I say something boy-ish. Who has forgotten more about fashion than most girls twice our age have learned in their lives. Who knows a thing or three about racking up hefty credit card bills, which Willow wants me to do for some reason." Reaching out, Xander batted at Cordelia's long green hair, making the taller girl scowl and lean away. "And who probably needs to pick up a thing or two to go with her new look. So here we are."

Cordelia paused for a moment to roll his words around in her head before nodding in agreement. "Ah. Well when you put it like that, it makes a lot more sense." Resuming her determined forward march, she shot a curious look back over her shoulder at Xander. "So anyway, I've got a basic idea for what I want to do with you for a makeover but I figure I might as well ask… anything to contribute?"

"What, you mean like where we should shop or something? Don't know what you were expecting, considering how much you pick on what I usually wear." Xander looked to his left, then his right, and then shot a glance backward over each shoulder as well as they continued down the concourse. While they obviously had different outfits on display, the overall style that the different stores were selling all seemed to be pretty much the same to him. "The mannequins in the windows look the same to me, Cordy. I'm pretty open to ideas, as long as it's not Jekyll & Hide. Still not into the idea of wearing excessive amounts of dead cow, kay thanks."

"So your requirements are 'not leather'. Well, that ever so helpfully narrows things down to 'only' twenty stores for me to pick from. Nineteen if we don't count Victoria's Secret due to the whole lack of real outerwear thing, although we're totally visiting there before we leave. I'm probably encouraging something I shouldn't be by saying this, but every girl should look sexy in her underwear even if she's the only one who gets to see it." Coming to a stop once more in the middle of the concourse, Cordelia looked back and forth several times with a thoughtful look on her face. "Since I'm planning to press gang Michelle into the Cordettes, I feel like we should at least get you some vital parts of the white girl uniform while we're here… but from where?"

Xander found himself raising an eyebrow at the last bit; hadn't Cordy been decidedly against that after his awkward flirtation in the library? It was something they could discuss at some point over the weekend, though, when they weren't racing the clock to get things done before the mall closed. And so instead he found himself glancing back and forth between Abercrombie & Fitch and American Eagle. "I don't know, are we a few inches closer to one store or the other? Eeny, meeny, miny, moe? I'll represent one, you'll be the other, and we can do rock-paper-scissors?" Actually, he was kinda favoring American Eagle on account of the 'no murals full of half-naked guys' thing, but-

Letting out a groan, Cordelia grabbed Xander by the wrist and tugged him toward American Eagle. "Fine. We'll go here. I'm more of an Abercrombie & Fitch girl when I slum it and shop at stores that you and Willow might actually be able to afford, and tolerate Harmony buying most of her clothes there to try and imitate me. So if we get most of your clothes here at American Eagle, it means there's less of a chance of you showing up for school in the same outfit as one of us by accident." Stopping in the entrance, she looked around the store to orient herself before guiding Xander over toward a section with brightly colored tops. "Well, I'm assuming that you're going to be coming back to school as Michelle. Which is also why we're going to pick up more than just two or three outfits for you, by the by."

Xander blinked a few times at that. "Wait, what? Why-"

"Think about this for a second, Xander. I'm not human like Giles or Willow or… well, let's assume Harmony is human. I'm not even the same as Buffy. I'm a mutant. _Homo sapiens superior_. If you've been turned into one too, the way I think you have? If you've had your DNA and your genes and your cells and everything that makes you who you are changed by this, and turned into a younger version of someone I know who is also a mutant? Do you honestly, seriously think that the school librarian is going to be able to fix you? Just whip up some magic spell and poof, everything's all better and you go on with your life?" For once, Cordelia actually looked serious - quite possibly for the first time in the years that he'd known her - and Xander soon found himself looking away from her bright green eyes. "For once in my life, I'm actually not trying to crush your soul or anything. I hope he can fix you. Fuck, fix us. Because I'm doing a damn good job of faking it, but I'm not exactly comfortable in my own skin right now. Not just for obvious reasons, either; even when I look in a compact and can ignore everything going on below the neck? Green eyes, green hair. It is literally impossible for me to ignore that my body has been violated and reshaped without my consent. And so I'd love to have my own body back, or at least something closer to it. That doesn't mean it's gonna happen, though." They stood in silence for a moment, and then Cordelia let out a soft hum. "Speaking of closer to normal, I've been meaning to ask every since the library but didn't want to reveal that I was an explanation or two behind everyone else. What's up with your whole 'dude looks like a lady' vibe?"

Even as his mind reeled at her words, Xander let out a soft gig… snicker at her final comment. Not a giggle. Even if he was a girl on the outside, he wasn't on the inside and he most certainly did not giggle. "Aerosmith? Never saw you as the classic rock type, Cordy. More Billboard Hot 100, flavor of the week and all."

"Shut up, dork. You said it yourself, Aerosmith is classic. Everyone knows Aerosmith." Reaching over, Cordelia jabbed Xander in the ribs with one well-manicured finger. "And avoidance much? Answer the question."

Rolling his eyes again, Xander pulled away so he could examine the rack of t-shirts in front of him. The fabric was a bit lighter than what he was used to and Xander knew from past viewing of girls around school that white t-shirts came with their own issues, but the bright floral patterns were kinda cool. Like a girly version of the Hawaiian shirts he loved to blind people with. Was Cordelia actually being an enabler for one of his favorite fashion faux pas? Awesome. "Nope. And I didn't exactly need your pep-talk-that-wasn't, FYI. Willow's done more papers about your… our kind than I care to count. I know exactly how fucked my body is. It's one thing to wake up with green hair, to use you as an example. To wake up growing natural green hair? Something else entirely. And you're right: if Giles could wave his hand and change that kind of thing, he'd either be living large or have been dragged off by the military to do something sketchy. Besides, you know how Willow is about skipping school. By the time we left, she was already most of the way through figuring out how to reenroll 'Michelle' at Sunnydale High. Hopefully she'll run with the story I gave Buffy earlier to explain why I'm showing up all of a sudden. Would be a little awkward if she didn't, but I could probably make it work…"

Cordelia let out a little snicker at that. "Still can't believe how easily she fell for that. And she's supposed to be the one standing between us and the end of the world? We're so screwed." Pulling the shirt Xander was examining from his grasp, she batted at his hand when he let out a grumble and reached for it. "I hate to break it to you, but plunging v-necks are for girls with cleavage. Willow - and therefore Michelle - does not fall into that category."

"You do realize I can fix that, right? Shapeshifter and all?" Cordelia arched a brow and Xander looked both ways before concentrating and doing his best to 'misremember', as he'd called it earlier. With one of Willow's fluffy sweaters on, going small time and adding a cup size or so would be visible but not especially dramatic and so Xander decided to go overboard like he had in his library demonstration, melding his favorite feature of Cordelia's onto Willow's body. "Tada. Look familiar? Or have you already forgotten the good old days when you could still see your feet?" And ow. Crap. He really needed to stop doing that while wearing one of Willow's bras.

The green-haired girl stared at Xander's chest in disbelief as he went from having molehills to mountains before looking up to meet his amused gaze. "I have never hated you more than I do right now. Do you know how much it's going to cost me to get these things shrunk back to normal? And you can do that kind of thing just by thinking about it." Then Cordelia went from a pout to a scowl and smacked him on the shoulder. "And shut up. I can too see my feet." Xander shot her a disbelieving look at that. "What? I can? My breasts aren't that… okay, fine, I can only see my toes." He raised an eyebrow. "My big toe." The other rose. "Okay, fine, the tip of my shoe and only when it's something nice and pointy. Happy now?"

Now that his ability to properly wear whatever he damn well pleased had been established, Xander returned his chest to normal and then reclaimed the floral shirt from Cordelia. "Well, you have neat powers too, Cordy. I'm sure that when I need to get metal things down off shelves over my head, I'll be very jealous of you. Besides, who says you need to have surgery? I think you look perfect just the way you are." Cordelia reached out to smack him again and Xander dodged away, looking around more. Rifling through the racks of shirts, Xander found another blue and white shirt like the first, then one in shades of red, and then a blue and purple one. That was about as girly as he was willing to go, though, passing up on the pink shirt, as well as the yellow. He moved on to another display of similar t-shirts, these in solid colors with logos printed on them, but Cordelia pushed him past them and onward to some regular tees. "What?"

Cordelia pulled a black t-shirt with the store's name across the chest in beadwork off a shelf, holding it up to Xander's chest before tossing it onto the pile that was growing in his arms. "We're going into rainy season. And it does get a little chilly at night during the winter. You'll probably want stuff a bit more covering for either of those times. Not to mention that you can pass it on to Willow if the impossible happens and you do get fixed. Girl could use some cute new clothes in her wardrobe." Good points all around. "Seriously, though, answer the question. Or… or I'll start giving you bad fashion advice." Xander snorted at that and she quickly relented. "Okay, maybe not bad, but you'll be barely passable. C'mon. I'm curious. This is kinda fun because it's probably the closest I'll ever come to turning Willow into a real girl, but why am I even getting this opportunity? Why 'Michelle'? Why not 'Bob' or 'Joe' or 'Mike'? Why are you a girl?"

Sighing, Xander continued on and selected a few more t-shirts and even a tank top that matched the floral ones he'd picked out earlier, before turning and heading for the large selection of jeans on the far wall. He was tempted to ignore her, but since she'd probably just keep nagging him… "Actually, you should have asked. Willow and Giles know, but I'm not sure if I said any of this around the other girls. So now I'm going to have to explain it a third time to you, a fourth time to them… possibly more than that if I don't sit them all down at once. Awesome. Anyway, I don't know about your Mystique, but my powers seem to work off of how familiar I am with someone. I can't turn back into myself for some reason. Maybe because I don't spend as much time staring in the mirror as you? Dunno. I can't do it; does it matter why? As for other guys, I don't really pay much attention to them and so I do even worse as other guys than I do at turning into me. I guess I could change that, but… I'd feel kinda gay."

"And running around in drag isn't gay?"

"Does this count as drag? Since I'm a girl wearing these girls clothes and all?" Xander and Cordelia paused to ponder that one for a few seconds before shrugging almost in unison and resuming their journey. "Besides, if you think about it, I'm kinda living the dream right now. I can get to second base all by myself. Guys would kill to be me." Cordelia let out a groan of disgust, flicking her hand and slamming the arm of a nearby rack of long-sleeved shirts against Xander's shoulder. "Ouch! Anyway, I couldn't be me, couldn't turn myself into another guy. That left me with three choices: girls, girls, and additional girls. Willow made the most sense at the time since I needed someone I could picture well and I had easy access to her house to get clothes from. Now, we have a backstory and so I'm just, you know, going with it. I think I'm going to make a few changes, though. After all, we're cousins not identical twins."

Cordelia smirked, looking over at Xander before letting her eyes drift down a bit. "Changes like your chest."

"Like my chest. So shoot me, I'm male." Xander looked down at himself, chuckling as he realized the irony of that statement. "Well, sorta. Going to do my eyes, too. Add some freckles. I want to change up my hair a bit but I don't know how yet. I'll probably hop on Willow's computer later and go looking for ideas." Coming to a halt in front of the rather intimidating wall of denim, Xander frowned before looking over at his green-haired fashion consultant. "I don't suppose you'd be willing to check my tag and then go find some jeans in the same size? Because… are those jeans actually different from each other? I mean, I see four or five shades of blue, but if there's something else going on there, I'm missing it."

Blinking, Cordelia stared at Xander in disbelief for a moment before pointing toward the far wall. "Just go, before I start ranting and attract attention. Go on. Shoo. And just for that, we're buying you a skirt. A miniskirt."

"But…"

"Two miniskirts. Emphasis on mini."

Xander decided to cut his losses and run, giving Cordelia a moment to check the tag on the jeans he was wearing before heading to the back of the store, just to be contrary. As he got closer, though, he started to wonder if tempting fate with Cordelia in the jeans section might be safer. Because while 'Aerie' hadn't really told him anything, he couldn't possibly mistake where he'd been banished to. He was in the underwear section.

Eep.

Steeling himself, Xander took a deep breath and entered No Man's Land. He helped Buffy save the world from vampires and demons on a regular basis, and had survived encounters with a praying mantis woman and an Incan mummy girl. Not to mention that hyena spirit incident.

Not.

Mentioning.

It.

If he could survive those things, Xander told himself, he could survive this. Reaching one of the displays, he sighed in relief. All right, this wouldn't be so bad. Safer than going through Willow's underwear, at least. Especially when he stuck to the 'five for twenty-five' section, there were lots of options that didn't completely offend his sensibilities: dozens of colors and patterns each in briefs, boy shorts, and something called 'tangas'. A moment's examination of the 'cheekys' was enough to convince him that they were not his sort of thing, though; all-lace backsides that left his butt exposed were a definite no. Not quite as bad as the bikini and thong styles, but still a great big no.

"Michelle!" It took Xander a moment to remember that was him, and then he looked back over his shoulder to find Cordelia scowling and pointing at the destination she'd originally selected for him. "Don't waste your time over there. We're going to Victoria's Secret today, remember?"

Ah. Right. That promised to be… terrifying. Lacking a better option - he evidently didn't need to buy underwear here, and he certainly wasn't going to subject himself to jean insanity voluntarily - Xander obediently made his way over to where he was supposed to be: Dress Country. He wasn't sure if it was because they were going into winter or if the girls at school were actually being unfashionably skanky these days, but most of the dresses that he found were actually… not that bad. One dress in particular caught his eye and before he knew it, Xander had threaded his way through the labyrinthine racks to stand in front of its display.

It was a… 'cable turtleneck dress', according to the sign. He wasn't sure what the 'cable' part meant, but it was a dress that had a turtleneck so… seemed legit. Reaching out to run his hand over the one on the mannequin, his eyes widened. It was soft. The fabric was stretchy. It felt like it would keep him warm, but not oppressively so. And best of all, it came in pure white. Why that was important to him, Xander wasn't quite sure, but he felt that it was. On the downside, the hemline fell closer to the mannequin's crotch than her knees, which he found a bit discomforting. The mannequin was wearing tights; he would definitely need to pick some up because he had absolutely no intention of pulling a _Basic Instinct_ in the middle of class.

Why did he like this dress so much? Particularly the white ones? Fuck it, he was getting the dress. Maybe two. Wait. What size dress was he? They seemed to come in the standard small-medium-large options. Should he go by the same size as the shirts that they'd picked out? A dress was basically a long shirt, wasn't it? Ugh. Where was Cordelia? Wait! A salesgirl! Xander grinned triumphantly. He could handle this. Maybe shopping wasn't as difficult as Cordelia made it out to be…

* * *

 _November 1, 2013  
_ _Paseo Nuevo Shops & Restaurants - Aldo Shoes  
_ _Sunnydale, California_

* * *

"What do you think?"

"It's… an experience?" Xander's first few steps down the aisle were definitely hesitant, although he found himself growing increasingly confident the more he walked, and his return to where Cordelia was waiting for him was far smoother. The heels represented yet another change in his center of gravity, key words being 'yet another'. A few minutes into her time in the dressing room at American Eagle, Cordelia had realized that he was serious about modifying the body he'd inherited from Willow… at which time she'd pointed out the incredibly obvious: if Xander was going to reshape 'Michelle', he needed to do so before they bought her clothes, not after. So he'd said goodbye to Willow's painfully average hips, goodbye to her practically non-existent butt, a final goodbye to her 32Bs, and hello the orangish freckles that he'd been pondering.

Then he'd taken a step forward and promptly said goodbye to what little dignity he'd retained, faceplanting on the cold tile floor as his new body proved to be as big a change from Willow's form as his blue girl form had been from his original Xander shape. After fumbling his way into the loose green dress that Cordelia tossed over the top of the door, he'd spent a few minutes awkwardly pacing up and down the length of the hall, eventually figuring out how to make his body obey his wishes once again. He'd made a few more small changes, repeated the process, Cordelia had replaced all of their combined selections with new sizes, and things had gone more smoothly from there.

Now he was working on running up the Rosenbergs' credit card bill with shoes, and high heels were turning out to be less terrible than he'd expected them to be. "Can we take a minute to appreciate that I'm walking better in them than I was in sneakers a little while ago? And in all seriousness, I'm pretty sure you're gonna call me gay again or something but… I kinda like these. I'm taller, but without having to mess with my body and throw everything out of whack. Or worry that I'm not proportional anymore. Which reminds me, thanks for warning me about my arms being a bit wonky earlier."

"Yes, because it wasn't enlightened self-interest at all. I totally wanted to be seen walking around the mall with a ginger gorilla."

"Whatever. Seriously, though, why don't girls live in these things? I'm taller. I feel more confident, probably because I'm taller. I can look guys in the eye now; they don't have the power position of looming over me anymore. I'm standing up straighter, which makes me look even taller than the heels themselves would and is good for my posture. And I'm pretty sure they're making my butt look even more amazing than I already made it. This is great. All of my shoes should be heels. Can we do that?" Slipping off the pair that he was wearing, Xander dropped them back into the box that Cordelia held out before padding off in the direction of the sneakers. "Do they make sneakers with heels? I'll wear those for gym."

Xander abruptly discovered exactly why Cordelia had been so in favor of buying chunky, metal-heavy belts at several of the stores they'd visited that day. Lifted off the ground in a manner that left him feeling like a scruffed kitten, he found himself reeled back in toward where Cordelia was standing and then turned to face the exasperated cheerleader. "First of all, do you know how ridiculous you'd look trying to run laps in those things? Emphasis on 'trying', because you'd probably end up tripping over your own feet and breaking your neck? So while yes they do exist, no you can't buy any. And secondly, don't you think we should get you some not-heel shoes for when… why are you suddenly acting like a girly-girl? It's weird. You're weirding me out."

Scowling, Xander thrust his arm out and drove his palm into Cordelia's chest, breaking her concentration and forcing her to drop him as she stumbled back a step. "Why are you complaining? You're the one who picked out the miniskirts for me. And wants to take me into Victoria's Secret instead of letting me get boring, simple underwear. Shouldn't you be excited that I'm all 'yay girlhood' too?"

"No. It's weird. You're a boy."

"Listen, you're the one who gave me the 'yer a mutant, Harry' speech. You know what I'm facing. Which is a lot. I'm a new gender all of a sudden. I'm a new species, and it means I have weird new powers. I'm getting a new name, and a new life, and I'm going to have to create and memorize a giant new backstory. One thing I'm not, though? In the mood to be a loser again." Xander looked both ways and then leaned in as he lowered his voice. "You think I don't know what I was, Cordelia? You think I needed you to tell me, over and over again? This is a blessing. This is a miracle for me. Would I rather be a guy? Yes. A hundred million times yes. But one way or another, I'm getting the kind of fresh start that nobody else ever gets. I can reinvent myself and become someone completely new, be whoever I want to be. And I am going to take that fresh start and run with it. So yes, I'm a girl. And I'm going to be the best fucking girl I can be. A pretty girl. Maybe if I'm lucky, even a halfway popular girl."

Cordelia stared into his eyes for almost a minute, completely silent as she processed his mini-rant. Then she let out a soft sigh and shook her head before reaching up to cup his face with both of her hands. "I can't believe I'm saying this, but… you do realize that you can be an awesome pretty popular girl while wearing pants and flats, right? Yes, I had fun picking out some cute stuff for you, but you don't need to be hyperfeminine."

Wanting to nudge the conversation back into slightly lighter territory, Xander gave a faint shrug and grinned. "Yeah, but have you seen the legs I inherited from Willow? Jesus. Sheila should be charged with some sort of crime for buying Willow so many pairs of pants."

Sadly, Cordelia didn't seem inclined to let things go quite that easily. "I don't like this. You're trying to do way too much, way too fast. Whatever high you're riding, it can't last. You're going to have a breakdown. And you'd better do it in private, because I don't need you making me look bad by having your freakout in my presence. For that matter, I'd prefer it be a private that I'm not in, because I'm terrible at empathy and taking care of people."

"And for a moment there, I actually forgot who I was talking to and thought you were a human being, Cordy."

"Pfft. As if. I'm a mutant and proud, girlfriend."

"Not what I meant and you know it."

"Oh, I know. Don't care."


	5. Chapter 5

Joe's Note: For those of you who are completely new to this story and not following me over from other sites, the story originally had 'Michelle' being based heavily on Willow's appearance and so I hit up IMDB for a list of Alyson Hannigan's other roles and grabbed one. Even had some quotable _American Pie_ jokes here or there. I kept it through this iteration because I feel like the backstory that I created for Michelle to explain how she fits into Willow's life and why she stays at Willow's house is still usable even if she's considerably less Willow-shaped this time around.  
Dedications & Thanks: To Nicholas, Alexander, Howard, MJ, Daniel, Christopher, Invernos, Ken, Wil, Koby, William, Leigh, Thyatira, Chris, George, Timothy, Jason, Noh, Crusifikz70, Jack, Pat, Chris, Mitch, and Jess for sponsoring me on P-atreon, and making it easier for me to spend more of my time writing.

* * *

 _November 1, 2013  
_ _Paseo Nuevo Shops & Restaurants - Victoria's Secret  
_ _Sunnydale, California_

* * *

Trailing behind Xander for the first time that day, Cordelia took a moment to peer up at the sign and shake her head despondently - barring surgical intervention, she would never again get to exercise her mother's Angel Forever card for her own needs - before following the redhead into Victoria's Secret. So far, the afternoon had been… interesting. More fun than she'd expected, to be honest. Michelle-Xander was a lot more tolerable of a companion than Xander-Xander had ever been. At the same time, though, it was depressing because she could see him charging full speed toward what promised to be a truly epic breakdown. But, well, that wasn't Cordelia's problem, now was it? She was just the fashion adviser, not Xander's therapist.

Cordelia found herself looking around curiously as she entered the store, allowing the gap between herself and her shopping companion to widen. They'd already gone over her personal set of underwear dos and don'ts on the walk between Angl and Vicky's. Assuming that Xander had been listening, and Cordelia had no reason to believe that he hadn't given how attentive he'd been to her advice all afternoon? She was confident that she could let him explore for a bit on his own without anything terrible happening. Which in turn meant that she could focus on the other shoppers for the moment… and it was an interesting assortment.

The bane of her cheerleading existence was in the store with her equally as offensive girlfriend, poking through the sports bras and matching tights. Given what the blonde had dressed as for Halloween… not entirely surprising. Well, it was a bit surprising given that she obviously owned sports bras for cheerleading, but Cordelia could understand her wanting to reinforce that section of her wardrobe. There were a few girls browsing for bras in sizes bigger than Cordelia would have expected; maybe she wasn't the only one to get stuck with that particular side effect to the previous night's insanity? And then there was… "Kat?"

Glancing up from the lace bustier she was looking at, a variety of emotions flickered across the brunette's face before she finally settled on resignation. "Oh. Hey, Cordelia." Holding up the bustier, Kat gave Cordelia a wan smile. "Just sort of musing over what could have been. I mean…" She trailed off, glancing back down at the bustier before waving her free hand in Cordelia's direction. "Yeah. If only I'd bought my wig from Ethan's, I'd be needing new underwear like you, and I'd probably have the confidence to wear something like this, and-"

"You'd have no Rs. You'd be a walking Mayor Quimby focus episode. Personally, I'm not sure that's a fair trade. Especially since you were only what, a cup bigger in your costume? You could still reach that before puberty is over without needing to 'pahk the cah' and all that." Then something else occurred to Cordelia: she knew things about Emma that the general public - including Kat - wasn't privy to. Such as… "Actually, it's worse than that. You'd have no Rs and would get to hear what every last dudebro and fuckboy in our school thinks about your body."

Kat tilted her head to one side as she thought about that, and then her eyes went wide. Her head turned slowly until her blue eyes met Cordelia's emerald gaze, her mouth worked soundlessly for a few seconds, and then she finally managed to string her thoughts together. "Is Emma Frost really a… do you know her or something?" Then something else occurred to her and her eyes - if possible - got even wider. "Were you checking me out on Halloween?"

Ugh, seriously? Were girls going to have to start invoking 'no homo' or something? Christ. "You caught my eye at the Bronze because yes, I do know Emma Frost." Well, that was a bit of a white lie. Pun intended. Kat had caught Harmony's eye on Halloween and the blonde had pointed her out to Cordelia so they could pick on her costume. But since Kat was evidently connected to the little freak show that was emerging from the wreckage of the Halloween magic mess, Cordelia was willing to play nice. For the moment. "I mean, I've met her. It's not like we're BFFs or anything. And yes, she's a telepath. So are her daughters. None of them are telekinetic, although not from lack of trying."

"How-"

"Really? Are you going to ask me how a telepath of all people keeps people from knowing something about her?"

"Why-"

"That's an even stupider question. Nobody would trust a businesswoman that they can't lie to and screw over."

"What-"

"…actually, I have no idea where you might be going with that one. What what?"

"I have no idea either, I was just getting into throwing random interrogatives at you." Kat offered a faint grin before shrugging and putting the bustier back on the rack she'd pulled it off of. "Actually, forget the rest of it. I probably would sell my Rs for Emma's hair. I'm too scared to try bleaching my real hair that light, and that wig was just… meh. Length was nice, but the bangs were terrible and even a small army of clips couldn't keep the left side out of my eyes."

"Which was a real shame, because you have pretty eyes." Kat let out a little shriek and jumped at the unexpected voice, making Cordelia bite her lip to avoid laughing as Avery peeked their head around Kat's right side. "Ooh, are you thinking of buying that? Because in my opinion, you should be. Buying it, that is. But I'll settle for you at least thinking about it. For now."

As tempting as it was to abandon Kat to her blushing and stammering, Cordelia found she couldn't because Avery's arrival left Cordelia with a very strange question that the green-haired cheerleader found she needed answered. Immediately. "Avery? Why the hell do you have pointy ears?"

It was apparently only then that Kat noticed her friend's state, her eyes widening as she turned to stare at Avery curiously. For their part, Avery seemed curiously nonplussed as they reached up, gently running a finger over the tip of their pointed ear. "We may or may not be out of spirit gum remover in the theater department, and I may or may not have thought to check on that before putting my ears on for class."

Cordelia arched an eyebrow at that. "I'm going to go with 'may' for the first one and 'may not' for the second."

"Oh shush. Fine. I messed up. But I wasn't going to damage my preciouses by just yanking them off of my ears. So I'm going shopping as an elf. For spirit gum remover, among other things." After peeking one way and then the other to ensure that there weren't any salesgirls or fellow shoppers within earshot, Avery leaned a bit closer to Cordelia. "So, I've been meaning to ask since you showed up at lunch… why are your breasts suddenly the size of my head? I mean, I'm guessing this has something to do with the 'magic is real' discussion we were about to have and people getting turned into their costumes last night. But what the heck did you dress up as to end up like that? Because I want to buy a copy of whatever your character came from." Pausing, they thought for a moment before leaning in even closer and lowering their voice to a stage whisper. "I bet it was created by a dude. Or Kat." That earned them an indignant noise from Kat followed by an elbow to the ribs. "What? I've seen which girls you look at."

What kind of question was… oh, right. They weren't in elementary or even middle school anymore; only the really weird kids wore their Halloween costumes to school anymore. And since if Avery was capable of socializing, it apparently wasn't anywhere that Cordelia ever frequented? The odds of them having seen Cordelia's costume - much less knowing what she was dressed as - were somewhere between 'slim' and 'none'. "I was the Black Cat. You know, the new vigilante from Manhattan who hangs out with Spider-Woman?"

Avery pondered that for a moment and then nodded their head, their eyes dipping south to Cordelia's chest before rising to meet her emerald gaze again. "Huh. Yeah. I can see it."

"And on that note… my supply of polite is dwindling fast. I'm going to go somewhere where you two aren't. Toodles." Brushing past Avery as the diminutive brunette turned their attention back to Kat, Cordelia wandered deeper into the store in search of her actual shopping companion. It actually took her a few minutes to locate Xander, mostly because the shapeshifter had found his way into the one section of the store that Cordelia had warned him not to waste his time on. "Bombshells top out at D, Chelle. You don't."

Xander looked back over his shoulder and mouthed 'Chelle', making Cordelia roll her eyes and shoot a pointed look over at the random stranger who was browsing the same bras a few feet from Xander. That earned her a soft 'oh' of comprehension, and then Xander gestured for her to come closer. Leaning in, he lowered his voice as best he could while still being audible in a busy store with music playing overhead. "What if I did? I was thinking… I've been mimicking roughly your old size all afternoon. But what if I shrink myself back down to a D-cup? Then I'll buy push-up bras so that I look as big as I am right now without actually having that weight on my chest. And if I ever need to actually be a DD - bikinis, maybe getting close to that special someone - I just shift them larger on the fly." Pausing, Xander looked up at the signage. "Hell, if I like these things, I could actually be a DDD or a F or whatever a D plus two cups is whenever I need to. It's genius: Bombshell in the streets, busty in the sheets."

Jaw dropping, it took Cordelia almost a minute to put together a proper response. Mostly because… "Oh my God, you're like a mad boob genius. Hell, we could take it one step further and buy you 34Cs for sports bras and get rid of all the branding marks. Let all the girls think you've discovered some incredible new thing that they can be jealous they don't own."

"…that's evil."

"So?"

"Just saying."

"Shut up and figure out what colors you want before I decide I'm too jealous to help you pull this off."

* * *

 _November 1, 2013  
_ _19 Blue Salon & Spa  
_ _Sunnydale, California_

* * *

"I am so proud of you right now. I'm like, a mama bird whose baby bird fell out of the nest and flew and shit all over some hipster's stupid hat. That was amazing. You let that guy flirt with you, reeled him in, got him to buy that bra you 'weren't sure' about, and then bam! 'My girlfriend and I are going out to eat, maybe I'll see you around'. Priceless. Masterful. Are you sure you've only been a girl for a few hours?"

Xander didn't even look up from the new iPhone that Cordelia had insisted he buy, trying to figure out how to use his first cell phone ever. Talk about getting tossed into the deep end. He'd wanted to get a nice simple phone that was a phone, with buttons to push like a real phone was supposed to have. Instead, Cordelia had insisted on the 'in thing': a six hundred and fifty dollar - because yes, he could do the math on what twenty-one dollars and change a month for thirty months added up to - touchscreen toy that was so far beyond him, it wasn't even funny. Then again, Willow had wanted him to run up the Rosenbergs' credit card bill. A smartphone that added sixy-some dollars to what AT&T charge the family each month certainly qualified as such in his book. The fifty-two dollars in sales tax helped. "You're giving me too much credit, to be honest. After he ignored the three separate attempts to brush him off, I switched to thinking 'What Would Cordy Do?' and then did it. So… congratulate yourself on being an awesome manipulator and schemer?"

Humming softly, Cordelia made an abrupt left turn that sent Xander bouncing off the door of the Lexus. "Flattery will get you everywhere. Although your inner Cordelia is a bit softer than the real thing. I would have gotten him to buy me something and then just rejected him outright before walking off."

"Are you kidding? The way he was throwing money around, he's either an upper middle or upper class white boy who thought he was God's gift to women. Doing that is a really good way to get shot in the alley behind the Bronze some night."

"I can stop bullets with my mind."

"And I'd end up stopping them with my squishy and fragile body. Pass." Finally prying his attention away from the camera app - and his internal debate over whether or not he should add more freckles - Xander peered out the window and then furrowed his brow as he realized that he had no idea where they were. Boutiques, fancy restaurants… ah, that explained it. They were in the part of downtown that the Harrises couldn't afford to visit more than once a year. When the SUV finally came to a stop, Xander found himself sitting in front of a small but fancy-looking salon, his eyes widening as he realized what Cordelia had planned for him next. "Can I ask what might be a very stupid question?"

"If I say no, will that actually stop you from asking it?"

"No."

"Ugh. All right, what?"

Michelle reached up and ran one hand through her long red hair as the other tucked her new phone into the equally new purse that she still wasn't entirely sold on the necessity of. "Considering my hair looks like whatever I want it to look like… why are we at a salon? I'll just end up paying for a haircut that will probably disappear the first time I have to shapeshift because I'll remember Willow's real hair instead when I shift back into Michelle."

Rolling her eyes, Cordelia put the Lexus in park and turned it off. "God, but you are a male. Think for a second. You decided to give Michelle more chest than Willow, right?" Xander nodded. "Are you going to be a 34D when you shift back into Michelle, you think, or fall back on Willow's 32B? Average day; don't give me any fancy answers mentioning bikinis or gym class."

"Considering it's the only size of regular bra that I own, a 34D obviously…"

"All right, so try and follow me here… if we permanently change what you think about as 'Michelle's hair' the way you've changed your idea of 'Michelle's chest'? Why wouldn't it come back when you shift in and out of this body?" She might actually have a point there, Xander had to concede. Not that he'd ever tell her as much, but the way she was smirking at him let him know she was already well aware. "Besides, think about it. You have an opportunity that no other… okay, no other non-Mystique woman does. You can have any color, length, or body of hair you want, all without the stylist having to do anything. We can start with different looks based on short, straight blond hair, then try out some long black curls, and so forth and so on until we find something just right for you."

Exiting the SUV, Xander waited for Cordelia to lock the doors and set the alarm before following obediently. She did have a point, he realized. Other girls would need chemical treatment to change hair colors… he didn't. If a normal girl got her hair cut short and didn't like it she was stuck, while he could just regrow his. But… "Won't that freak out the workers? Girl with incredible changeable mood hair?"

Cordelia shook her head, pulling a hair tie off her wrist and yanking her green mane back into a simple ponytail as they approached the front door. "I'm going to go with no. I mean, they help my mom hide her green from the world. And they've known about me being a mutant for two years or so." Pausing, Cordelia let out a rueful chuckle. "Not that I was planning to come out to them but, well, kinda hard to hide it after you wreck the place with your mind because your stylist won't dye your hair green for you."

The mental image made Xander blink a few times before staring at Cordelia oddly. "…you wanted green hair?"

"Go ahead, download some Alanis on your new phone and hit play. It's a long story that involves meeting Emma Frost and wanting to show mutant pride without coming out of the X-Closet. Considering she spends a lot of money hiding her green, three guesses how Mom took it when I told her that one. I decided to run with the whole 'forgiveness versus permission' thing and came over here anyway, Claire told me that she wasn't going to lose Mom and her friends as customers just to dye my hair for me, and then…" Cordelia waved her hands around, stirring up a few loose bits of metal that littered the pavement. "Clippers and scissors were flying into mirrors, metal shelves were tipping over… the whole place ended up a great big mess. They already knew about my mom, though, so they weren't too surprised. Just annoyed. My parents paid to fix everything up, I got yelled at when I got home, and after a few months Claire let me come back because I tip well. And I still come here because they're the best in town."

Falling back on general gallantry that was still holding over from when he was still a he, Xander reached past Cordelia and opened the door for her. She gave him an odd look but slipped past, entering the salon and leaving him to bring up the rear. As he blinked his eyes, trying to adjust to the comparative dimness after being out in the bright California sun, a high-pitched shriek made him flinch. "Cordelia Dominique Chase!" Xander had to snicker at that one. Cordelia's initials were CDC? How had she never found that out? And mocked her for it? "What did you do to your hair? Your mother is going to kill you! And then me, because she'll assume that I was in on it!"

Xander was curious how Cordelia was going to explain this. Mutants were a known phenomenon and the salon staff might have been accepting of Cordelia being part of _Homo sapiens superior_ , but how would they take magic? Not an issue, he discovered a moment later as Cordelia gave an exasperated sigh and reached up to tug on her ponytail. "I know, right? Remember that wig I had you helping me trim? For my Black Cat costume for Halloween?" The woman nodded. "Well, my aunt and uncle were passing through on their way to Baja California the other night and Aunt Wanda decided to play a prank on me." She gestured to her chest and then her hips, drawing the woman's attention to her newly enhanced figure. "I think she was trying to turn me into my Halloween costume and just… slipped? Or maybe there was alcohol involved and you shouldn't drink and bend reality? No clue. But now I'm part-Black Cat, part-Miriam, part-Cordelia, and all annoyed. I swear to God, I'm going to kill that woman next time I see her."

Grabbing Cordelia's wrist, the woman who'd greeted them with such an awful noise looked the cheerleader's arm over. "I don't blame you. I don't even know what to do here. If we dye it, your roots will show before the dye even wears off your skin. If you want, we could always go the removal route like your mother? Waxing or something a little more permanent?" Her attention drifted upward. "We can definitely get your brows and hair, but you'll need to be in here… probably weekly to get the roots touched up. Same rates as your mother, of course."

Cordelia pulled her arm away and shook her head. "Actually, I'm keeping it. Mom wouldn't let me dye it green, but she can't force me to dye it brown now that it's actually green, either. No, I'm just transportation for the real patient, Claire. Poor Michelle here is in desperate need of your help."

"I'll say. I mean, I know low maintenance is in with some crowds, but no maintenance?" Reaching up, Claire flicked Xander's forehead, making him take a step back. "And seriously, sweetie, pulling your hair back when you have such a prominent widow's peak? Are you trying to look like Eddie Munster?"

"…there's just one problem. You can't actually do anything to her hair." Claire gave Cordelia an incredulous look at that and the green-haired girl held one hand up just in time to catch a pair of flying scissors. "She's like me. Only… not." Moving to stand beside Claire, Cordelia gave Xander an imperious wave. "Show her."

Deciding to go with a big change so there was no way for Claire to mistake what she was seeing, Xander transformed from his current Willow-based Michelle form to what would have been Cordelia's twin had she not been affected by Halloween's magic. And wow, he'd evidently changed more of his body than he'd thought, based on the lack of pain that stuffing Cordelia's body into Michelle's clothes caused compared to doing the same with clothes that fit Willow properly. Claire gave a little squeak and jerked back at that before gaining control of herself, looking Xander up and down before frowning. "Oh. So… wait, no, I'm not getting it."

Xander sighed. "I'm a shapeshifter. Anything you can do, I can do - or accidentally undo - in a few seconds with a thought. Cutting, styling, dying, whatever."

"What she's not mentioning is that the opposite is true too. Anything you can show her - if she can memorize it well enough - she can create with her powers. Key words there being 'memorize it well enough'. Seriously, if she misses a spot, she could end up with a straight red patch in the middle of wavy brown hair or something. But… I have a plan." Cordelia grinned before pulling away, turning to gesture toward the storage room at the back of the salon. "You're still teaching over at Sunnydale City College, right? And your students start on wigs before you set them loose on the poor saps who go there for cheap haircuts?"

Suddenly, understanding dawned on Claire's face. "Instead of styling her real hair, we'll give some fake hair a makeover and she can circle it to memorize it from all sides and shift her own hair into that?" That got her twin nods. "Hmm. I'm guessing you want to stay a redhead, or else you would have changed colors by now. Just out of curiosity, have you ever seen _Brave_?"

It wasn't hard to guess where Claire was going with that question and Xander perked up as his mind began supplying him with the images of what he might look like if he took a page from Merida's… movie. Beside him, Cordelia groaned and buried her face in her hands. "I take it back. This was a terrible idea. I regret everything."

* * *

 _November 1, 2013  
_ _Rosenberg Household - Living Room  
_ _Sunnydale, California_

* * *

The rumble of an engine made Willow look up from where she was doing homework in the living room, eschewing the familiarity of her desk in favor of a spot that let her watch the street in front of her house. A black Lexus GX 460 was idling at the curb and as she watched, a girl with a mane of wild, fiery red curls hopped out of the passenger side and opened the rear door, emerging with a number of shopping bags that made Willow's eyes bug out. Holy shit! Was there anything left at the mall or had they bought it all? Awkwardly waving goodbye with the less full of her two hands, the redhead turned away and began heading up the walk as the SUV pulled away, driving off into the dwindling light.

More than a little curious about how Xander's afternoon with their least favorite girl in the world had gone, Willow hopped up and rushed over to the front door, opening it just as he reached the front step. He hustled past her with a grateful smile, making his way into the living room and dropping his army of shopping bags with a relieved sigh. Making his way over to the nearest armchair, he threw himself down with an exhausted groan. "That was insane. I learned so much about girls today that I feel like my head is going to explode. How the hell have you done that for all these years?"

"I haven't, remember? My mom bought most of my clothes for me. 'Softer side of Sears' and all of those other insults Cordelia likes to throw at me?" Granted she'd bought a considerable amount of clothing for herself in the last year or so with the money she'd made online, but… Willow really wasn't in the mood to tell that entire story, so it was best to keep that detail to herself. Wandering over to where Xander was sitting, Willow ran her eyes up and down her soon to be cousin, cataloguing the numerous changes since last time she'd seen her friend. One change, Willow had noticed on Xander's way past but she couldn't get a better look given that it was currently being sat on; it wasn't exactly Nicki Minaj material, but Xander had significantly more butt than he'd left school with. He wasn't pear-shaped, though: he'd gone and increased his bust line to match. Wow. As a bit of a breast girl herself, Willow wasn't sure whether to be jealous or turned on. Maybe both? Both was good. His hips looked a bit rounder, too, although it was hard to be certain of that with the flowing skirt that Xander was currently wearing. He'd added a whole bunch of orange freckles, and… "You do realize that Merida hair is going to be ridiculously impractical on a day-to-day basis, right?"

Rolling his eyes, Xander reached up to play with the ends of his hair before making a pinching gesture at the air and slowly drawing his fingers upward. As his hand moved, his hair smoothly shortened until it reached his chin, taming itself a tiny bit in the process. "This is going to be Michelle in public. I'm not an idiot; walking down the hall between classes with my hair all over the place would be a nightmare, to say nothing of gym class. At home?" Xander flicked his wrist in a downward gesture, and his hair tumbled back down into the mess that he'd come home with. "I want to stay single and let my hair flow in the wind as I ride through the glen firing arrows into the sunset!"

Willow couldn't manage to contain a giggle at Xander's terrible imitation of King Fergus pretending to be Merida, closing the distance between them and lowering herself to sit on her fellow redhead's lap. "To be perfectly honest, I really wasn't sure how I was going to feel about all of this. You messing with my body, I mean. I thought that it'd make me all insecure and destroy my self-esteem, and we'd end up fighting because you changing things about me would make me feel like I'm not good enough. But… I'm surprisingly okay with it. Mostly because you look really pretty like this. And because you not being my nearly identical twin anymore makes this a lot less awkward." And then before she could lose her nerve, Willow tangled one hand in Xander's wild red locks, turned his head a few degrees to make things easier, and kissed him.

When the expected spark failed to materialize after a few seconds, Willow pulled back and opened her eyes to find Xander staring at her in confusion… and a fair bit of lust. "What… what the hell just happened?"

"We just kissed. Considering that I've been dreaming about the moment for the last five years or so, it was surprisingly boring." Running her tongue over her lips slowly, Willow let her mind drift back to the memories of the last girl that she'd kissed. "Hell, Missy was a better kisser than you and she was wasted at the time." Granted she'd slipped her tongue between Missy's lips almost immediately, and had even managed to get both hands down the front of the brunette's top soon after…

A pair of arms wrapped around Willow's waist tightly as she tried to slide off Xander's lap, pulling her back in against her former doppelgänger. "Yeah, but I bet Missy was prepared. I wasn't. Judging the quality of my surprised smoochies is so not fair. I want a do over. I demand a do over."

Willow rolled her eyes before twisting so that she was straddling Xander's lap. Tangling both hands in that ridiculous mane of hair that he'd created for himself, Willow leaned back in and pressed her lips against Xander's hard. This time, rather than go for simple lip to lip contact, she forced her tongue between Xander's lips as she pressed her chest against the more buxom body that he'd created from hers, letting out a surprised moan as Xander's tongue grew a bit longer and wound around her own. But in the end, it was just a kiss. A better kiss than the first, but no matter how hard she tried, she didn't feel anything more than she'd felt for the people that she'd messed around with on Halloween. Certainly not the sorts of things that she'd hoped to feel when kissing someone that she'd been reasonably sure she was in love with before today.

And since she had absolutely no desire to be a hit and run for someone she actually cared about… someone who would be sharing a house with for the foreseeable future? Willow reluctantly forced herself to pull away once more. Then she grinned mischievously and lunged back in, biting down on Xander's pulse point and sucking hard, not letting up until the boy let out a loud moan. Straightening up, Willow grinned as she raised a hand and fanned herself before running her fingers through her hair. "Well, the good news is that you do have some natural talent going for you. That trick with the tongue was inspired. The bad news is that I'm still not feeling what I was hoping for with you. But hey, at least now you can finally say that you've had a hickey."

A dark blush stole over Xander's freckled cheeks as he reached up to press a hand against the side of his neck. "Who are you, and what did you do with my best friend? Since when do you french people, or give them hickeys, or… wait a minute. Missy? You kissed Missy Pantone? The really hot cheerleader with the amazing eyes and the big… uh, 'eyes'? When? Where? How?"

"Halloween, a party, with my mouth. You'd be amazed to find out how many things you don't know about me, Xander." Smirking, Willow leaned down to give the darkening bruise on Xander's neck a playful lick. "You know, now that I think about it, I'm kinda glad that I'm not into you like this. I told Giles to go ahead with your cousins suggestion. That'd make openly dating you kinda weird."

Letting out a soft whine, Xander craned his neck to try and maneuver his lips back into contact with Willow's. When Willow dodged the attempt, he let out a huff followed by a slightly louder whine. "We can still be kissing cousins at home where nobody can see us, though, right? Because wow. Just… wow. I want more of that."

Willow rolled her eyes as she dodged another kiss before reaching up to poke Xander's nose. "Seriously? I mean, I literally just told you that I'm not interested in a relationship with you. Which means that if anything more happens between us, I will be using you. Because that's pretty much all I can offer you: some fun until I get bored or offered something better. Is that really what you're looking for out of your first sexual experience?"

"Will? Up until yesterday, I was a part of the gender that celebrated when you got some and got gone. Are you really surprised that I'm okay with the idea?" Xander shrugged, finally giving up on his attempts to steal another kiss and leaning back against the chair they were sharing. "Also, not to play the pity card here, but I am dealing with a lot of shit right now. Can you really blame me for wanting to forget about everything for a bit and have some fun?"

Point. Willow nibbled her lower lip uncertainly as she pondered her options. On one hand, the combination of Halloween's fun and the residual memories from her possession had awoken all sorts of urges in Willow that she was really looking forward to sating again. And again and again and again. On the other hand, Xander was too kind and caring of a person to handle a one-night stand well. Or a two-night stand, or whatever this became. Things would get messy, there was no doubt about it. Really messy, given they'd be stuck together afterward. But if Xander was intent on doing something like this… at least she was a safe person to do it with?

Eh, why the fuck not? Carpe diem and all that. Or YOLO, if she felt like being a dumb white girl. Rising to her feet, Willow offered Xander her hand. "Tonight's safeword will be 'superwholock'." Taking her proffered hand, Xander raised an eyebrow as he stood up. "If our fun gets a little rough and 'no' starts meaning 'harder'. That's what you say to get me to stop."

"I know what a safeword is, Will. Just… why'd you pick that?"

"It's the best mood killer I can think of."


	6. Chapter 6

Joe's Note: With the announcement that Spider-Man will be properly and fully integrated into the Marvel Cinematic Universe, this chapter among others promises to be problematic come May 2016… to say nothing of when _Spider-Man: Homecoming_ releases on July 28, 2017. But with the Black Cat being an integral part of Cordelia's story, I really couldn't play 'wait and see'… and my decision to include my own Lehnsherr clan means that pretty much anything after _Age of Ultron_ is going to be a pain in my ass anyway. The second scene is even worse, though, because doing anything with Carol Danvers is just as problematic as Wanda and Pietro from a long-term plotting perspective. Considering that I'm not sure I'm even going to use her in any real capacity, ruining my ability to adapt the events of _Captain Marvel_ is probably a terrible idea… but I'm gonna do it anyway. Mostly because it gives me a new perspective to use for stories set within SHIELD. Enjoy.  
Dedications & Thanks: To Nicholas, Alexander, Howard, MJ, Daniel, Christopher, Invernos, Ken, Wil, Koby, William, Leigh, Thyatira, Chris, George, Timothy, Jason, Noh, Crusifikz70, Jack, Pat, Chris, Mitch, and Jess for sponsoring me on P-atreon, and making it easier for me to spend more of my time writing.

* * *

 _November 1, 2013  
_ _Random Convenient Rooftop  
_ _New York, New York_

* * *

Perched atop the wall that ran along the edge of the setback at the eighteenth floor of Nelson Tower, Gwendolyne Stacy let the radio chatter of her teammates wash over her as she watched the traffic roll by on Seventh Avenue. It was interesting, she mused, that the media always portrayed law offices as having… someone… working late. The lawyers themselves if they were the dedicated do-gooder types, or their overburdened paralegals if they weren't. But the law offices of Sim and Park were always abandoned when she arrived, even now on the first day of November with sunset coming at a mere 5:52 PM. Then a warm body pressed against her back, right arm wrapping around her waist tightly as the left hand came up to cup one of her breasts, and Gwen found herself very glad that these particular lawyers tended to end their days on the early side. "Mmm, and a very good evening to you too, Leesh. I take it you approve of my new look?"

Felicia Hardy - dubbed the Black Cat by city's rather unimaginative media - let out a throaty chuckle as she slowly ran her right hand over Gwen's stomach, her other hand still idly groping the blonde's right breast. "You could say that, yes. I don't think either of us has to, though, considering that I helped Red design your new suit… and I paid for ten of them for you… and you brought those atrocities you used to wear out in public over to my penthouse last night so that I could burn them in the fireplace…"

Letting out a noise halfway between a chuckle and a moan, Gwen leaned her head back against her girlfriend's shoulder. "Atrocities, huh? Is that why you bought one of those red and blue corsets that Leg Avenue was selling for Halloween this year?" She still couldn't decide what the most surreal part of that situation was: that she was being merchandised, that said merchandise included trashy Halloween costumes that were sold at adult stores, or that Felicia had bought herself a trashy Spider-Woman costume from an adult store. In front of Gwen. While they were both in costume.

Smartphone pics of that adventure were still popping up on both of their Facebook Pages, much to their publicist's dismay…

"I bought that thing because at some point…" Felicia slid her left hand up, tugging down the hood attached to Gwen's costume before pulling the blonde's mask up and off. "I'm going to stuff you into it just long enough to make you pose for all sorts of naughty pictures, and then I'm going to throw you down, tear it off you, and fuck you until you can't move anymore." Leaning in, she gave a long, slow lick up Gwen's neck and then nipped the blonde's earlobe playfully. "Sound like a plan?"

Before Gwen could formulate a response much less vocalize it, someone coughed loudly in her other ear. "…just out of curiosity, you two do realize that your radios are on, right?"

"Of course, Dexter. I figured that you wouldn't mind because this is the closest you get to action these days."

"Wow. Woooow. Mock the paraplegic. That's cool, Felicia."

"Keep complaining and I'll shoot down that drone you have hovering nearby watching us…"

"Shutting up. You do you. I'll just chill back here at the base and… keep abreast of the situation."

Twisting in her girlfriend's arms, Gwen hooked one leg around Felicia's waist for added stability before raising an eyebrow. The white-haired woman smirked and shot a look off to her right; following her gaze, Gwen spotted one of the group's matte black Parrot hovering about a hundred feet away with its upgraded camera pointed straight at them. "Peter, sweetie… you do know that my guilt over getting you crippled is going to run out eventually, right?"

Peter Parker let out a soft chuckle over the radio, navigating the drone over to hover in front of Gwen and Felicia. "Considering that you broke up with me while I was in the hospital with the broken back I got because someone wanted to use me to get to you… I think I've earned the right to enjoy myself a little bit, don't you?"

Rolling her pinkish-red eyes, Felicia ejected the claws embedded in her right glove and drove them into the belly of the hovering drone. "If you want to enjoy yourself, I'll go buy you the new Axel Braun film about us. And maybe someone to check if you even can enjoy things these days." As it plummeted toward the street, Felicia turned her head and offered Gwen a shrug and an impish grin. "I bought them. I can destroy them if I want to."

While that was technically true, dropping drones out of the sky onto innocent bystanders probably wasn't the best idea. Especially since they could be traced back to Felicia at a minimum, and possibly the group as a whole. Slipping out of Felicia's embrace, Gwen leaned over the edge of the roof and thrust her arm out… only to spread her middle and ring fingers at the last second, barely missing the trigger for her web shooter. Below her, a dark figure went shooting through the night air, grabbing the crippled drone mere feet above the heads of unsuspecting pedestrians. "Thanks, Recluse."

"Not a problem. I enjoy a bit of a challenge every now and then." Pulling up sharply, Jessica Drew raced up the side of Nelson Tower before cutting off whatever gave her the ability to fly. After a few more seconds of unpowered ascension, gravity took over and she did a backflip, landing neatly on the edge of the roof a few feet away from her teammates. Dropping the dead drone - easily the size of her tiny torso - onto the roof, she tossed her head to get her hair out of her eyes as she made her way over to join Gwen and Felicia. She looked Gwen up and down slowly, and then one corner of her mask inched upward as she arched a brow. "I like the new look. It's very… us."

Gwen frowned as she glanced down at herself, and then back up to take a closer look at Jessica. Gone was their youngest member's predominantly red and yellow costume, replaced with a black and white affair that looked like a simplified version of what Julia had recently taken to wearing as Arachne. With the underarm webbing added to help Jessica glide, of course. "It is, isn't it? What happened? Weren't you the one who said you'd die before you gave up the costume you designed?"

Silence reigned as Jessica and Felicia exchanged glances, and then Felicia began chuckling softly even as Jessica blushed almost as red as her original costume. As Felicia's laughter grew louder, the diminutive Asian sniffed and turned away, striding off down the wall toward the intersection of Seventh Avenue and 34th Street. "I had a change of opinion."

Following the retreating girl with her eyes, Gwen reached out and squeezed Felicia's hip with enough pressure to make the white-haired girl gasp. As the laughter died, the blonde reached up and thumbed off her radio, shooting her girlfriend an accusing look as she waited for Felicia to do the same. "I know we agreed to an open relationship, Leesh, but really? She's fourteen."

Felicia did her best to look innocent as she brought one hand up to her chest. "What? All I did was give her a little… hands-on assistance… with designing a more suitable costume." As Gwen continued her narrow-eyed stare, Felicia flinched and looked away, glancing back over her shoulder at Jessica before peering down at the street below them. "And are you really going to complain? Her old one was almost as big an eyesore as yours."

"Leesh… Felicia. Look at me." When her girlfriend refused to obey, Gwen reached out and fisted a hand in the albino's hair, giving several rough tugs before using it to reel Felicia in until their noses were touching. "I know that our lives don't give us nearly enough time together, and that's why I agreed to an open relationship when you asked. And I'm okay with it for the most part; I'm not going to interrogate you about where you are or who you're with when you're not with me. But for fuck's sake… keep it legal and keep it outside of the team. Or you can find yourself a new girlfriend and a new team. Understand?"

After a few rapid nods, Felicia tilted her head and pressed her lips against Gwen's hungrily. When they broke apart, the taller girl licked Gwen's cheek playfully before shooting her a sultry look. "Treat me like this more often and I'll do anything you want, sweetie."

Gwen shook her head at that before pulling Felicia back in for another fierce kiss as she let her free hand slide around the taller girl's hip to rest on her ass. After a few seconds, they broke apart and Gwen pushed up onto her toes, licking the tip of Felicia's nose. To be honest, Gwen had no idea whether her girlfriend actually had a predilection for licking and being licked, or whether she was just taking her 'cat' motif a bit too far as of late… but since it seemed to make Felicia happy? Gwen was willing to humor her. "If you want me to be more dominant, tell me. Don't act out to try and get my attention, especially not like that. Again, it's a really good way to find yourself single and teamless."

Even as Felicia gave a slow nod of understanding, a pair of soft thumps heralded both the arrival of the last members of their team and the end of their private time. Because unlike Jessica, neither Astrid Jansen nor Julia Carpenter was known for their consideration or their discretion. And sure enough, Astrid came bounding up from behind Felicia, sidling up on the albino's right side before looking Gwen up and down and grinning. "So, Felicia finally completed her collection, huh? Know what I mean, know what I mean? Nudge nudge, nudge nudge, know what I mean?"

Taking a step back, Gwen shook her head before shooting Felicia a look that was equal parts incredulity and disdain. "Please tell me that she isn't saying what I think she's saying." On a related note, she was going to punch Peter for introducing Astrid to _Monty Python's Flying Circus_. Not terribly hard, but she was still going to do it.

"Don't worry, she's not. Astrid's just baiting you because she's still hoping that you'll dump me so that she can be my rebound girl." Felicia shot an irritated look over at the young blonde, shrugging Astrid off before closing the renewed distance between herself and Gwen. Leaning down, she pressed kisses to Gwen's forehead and nose before pecking her on the lips. "All it took to get her out of her old costume was convincing Julia to trade up to a new design. Honest."

Gwen stared into Felicia's pink eyes for several seconds before leaning to the side, peering past her girlfriend to where Astrid had draped herself all over Gwen's favorite non-Felicia member of the Spider-Clan. "And how much… convincing… did Julia need?"

The lecherous grin she received in response told Gwen all she needed to know before Felicia opened her mouth. "She opted to defer payment." That brought Gwen up short. What the hell did that mean? "Next Friday, we're going on a date and a half. Us and her. Dinner, a movie, and then… dessert."

"Surely you can't be… don't you dare. Seriously, though? What did I just tell you?"

"You're the one who said you'd love to have a threesome with her."

"I was drunk! She's sixteen!"

"And there's a four year near in age exception, which means it's perfectly legal for one or both of us to be with her."

"But what about… wait, really?" Gwen looked from Felicia to the more distant Julia and back in disbelief. How had she not known about that, especially given her late father's profession? Fuck, she'd taken a pass on not one but two different girls who'd asked her out during her visit to ESU's campus in December of her senior year of high school. One of whom had been a really, really cute redhead with amazing… eyes. Forcing herself back to the here and now, Gwen shook her head. "We'll talk about this back at the warehouse. Then I'm going to talk to Julia, and Jessica too. If you're lucky, you'll still have a girlfriend in the morning. If you're really lucky, I'll let you scramble to make last minute reservations for three at a nice restaurant. And get us tickets for a play. If we're going to seduce her, we're going to do it right, damn it." Stepping past a gobsmacked Felicia, Gwen reached up and flipped her radio back on. "Okay, Recluse, you're the one with the eidetic memory here. What's on the agenda for tonight?"

Holding up one finger, Jessica continued to stare down at the street below her. "Warehouse on City Pier A. Drug and weapon smuggling. At least two Charlie Sheens worth of cocaine, along with some Stark tech that Iron Man hasn't scooped up yet and enough assault weapons to outfit a small army. Tell you more in a minute. Arachne, Chelicera, to me. White sedan headed southbound, four cop cars in pursuit. Safe to say that they don't want to talk to him about a burnt-out taillight." Without waiting for a response, she tipped forward over the edge of the roof and disappeared from sight.

Astrid swore under her breath as she peeled herself off of Julia, four bony white spider legs erupting from her back as she ran toward the edge of the roof. Bending her human legs, she launched herself out and across the gulf between buildings, spinning in midair and hitting the wall of Macy's Herald Square feet-first. Gwen let out a whistle of admiration as the younger blonde pushed off and plummeted to the street, landing on the trunk of the last police cruiser involved in chase; she would have been hard pressed to replicate such a precise jump. As big of a pain in the ass as she was, nobody could deny that Astrid had talent. Looking up, Gwen met Julia's eyes, and then raised a brow as the strawberry blond teen shook her head. "Three-on-one is a bit of overkill in my book."

"Recluse seemed to think otherwise."

"Recluse also thinks she's allowed to give orders, so it won't be the first time she's wrong tonight."

The corner of Gwen's mouth quirked up at that; Julia was her favorite for numerous reasons, her sense of humor chief among them. "Right then. Why don't we go scout out City Pier A, then? The others can meet us there." Julia nodded and turned away, only to pause when Gwen cleared her throat loudly. "I've gotta know… Felicia and I are a pretty new thing. You could have asked either of us out back when we were single. Why… this?"

Peering back over her shoulder, Julia grinned widely. "Who said I was ever interested in only one of you?"

* * *

 _November 1, 2013  
_ _Triskelion  
_ _Theodore Roosevelt Island, Washington D.C._

* * *

Special Agent Carol Danvers, formerly Second Lieutenant Carol Danvers of the United States Air Force, sighed as she stood with her arms out away from her sides, letting the aircraft maintenance technicians fuss over her. Or at least that was what she assumed they were most of the time, given that she'd seen them working on the Triskelion's complement of assorted F-35 variants. Maybe that was why she was feeling strangely akin to a twenty-four-ton fighter at the moment.

Except she wasn't a two hundred and twenty-million dollar fifth-generation multirole fighter. She was - at least as far as they knew - a mutant capable of self-propelled flight, who was durable enough to ascend into low Earth orbit if she so chose and survive there for hours at a time. Sure, she enjoyed being the center of attention as much as the next woman, but didn't these people have something better to do? She could almost understand the necessity of her personal hair stylist and the makeup artist: after the Battle of New York, people knew superheroes existed and expected them to be suitably photogenic. SHIELD wanted her looking good when she represented them and she couldn't style a fauxhawk right to save her life, hence the necessity of an entourage. But seriously, she literally had a young woman whose job responsibilities had been expanded to include inspecting, cleaning, repairing, and sometimes replacing her red gloves. Who was separate from the woman who did the same for her matching boots. Who was in turn separate from the woman who maintained the black catsuit that Carol tended to tear, burn holes in, or otherwise damage on a regular basis, as well as inspecting it on Carol before each 'launch' to ensure its integrity.

Okay, maybe the last one made sense, considering there were a few spots that were hard to see in the mirror or reach with her own hand to check. The others, though? It was the sort of bloat that explained why the government needed a three and a half trillion dollar budget to keep itself running these days. But hey, if this is what SHIELD wanted of her? She was game. It was certainly better than the alternative…

 _Carol did her best not to fidget as she stood rigidly at attention, staring at a spot over the head of the man seated in front of her. While she had no clue exactly who this 'Nick Fury' was, the fact that he had the clout to pick up an officer sitting in the brig pending the conclusion of an investigation regarding the spontaneous explosion - and total loss - of a T-38 meant he was important and therefore deserving of her respect._

 _"At ease, Lieutenant Danvers." Carol shifted position and looked down at Fury, who was closing the folder in his hands as he stared up at her with his one remaining eye. "I suppose congratulations are in order. Thirty minutes from now, you're going to be granted an honorable discharge from the United States Air Force and the official investigation into your little… accident… will be closed. Well, assuming you'd rather come work for me than sit in the brig while they try to figure out how you managed that particular feat, that is?"_

 _Jaw working, Carol tried to articulate a coherent thought but couldn't. She was out of the Air Force? Four years at the Academy, along with a bit more than half of the year-long JSUPT program… gone. Then again, considering how she'd come to this man's attention, she likely wouldn't have been allowed to finish out her training and go on to a combat posting. Or any posting, for that matter. But still. Wanting to buy herself some time to think so she wouldn't say anything that might come back to bite her at a later date, Carol turned her attention to the panoramic window behind Fury, slowly looking from left to right as she took in the gorgeous view of the Washington D.C. skyline. She'd seen the base on approach in the chopper: a massive brutalist edifice smack in the middle of the Potomac River, just shy of the border with Virginia. She'd had questions about it then, questions she still had now. Excellent delaying tactic, if she did say so herself… "Exactly what is this place? Sir?"_

 _Leaning back, Fury spread his arms. "This? This is the Triskelion, soon to be home to our nation's first, last, and only line of defense against whatever genetic curveball Mother Nature chooses to throw at the American people next. Most of our world's leadership would be dead right now if not for the fact that there's a mutant out there who likes us as much as Magneto hates us. I don't know about you, but that's embarrassing as hell from where I'm sitting. We shouldn't have to cross our fingers and pray someone comes along to save our sorry asses from mutant terrorists or lunatics who turn themselves into lizard men. So from now on? We're not. If you see a bank getting robbed, you call the cops. If you see a bank getting robbed by an angry green monster, you call us."_

 _"Oh." Carol waited for a moment but when Fury offered no additional information, she gathered her courage and asked the big question. "So that's why you came and… helped… me? You want me to be Officer Danvers of the Superhuman Police?"_

 _Fury arched the brow over his remaining eye for a moment before opening the folder again. "You were up for a tandem flight in a T-38 Talon training aircraft with Major Roy Thomas. Major Thomas ejected after the plane began to nosedive following a - and I quote - 'blinding flash of light' from your portion of the cockpit. According to both him and the recovered black box, you failed to eject and the jet exploded with you still inside. Soon after, Major Thomas spotted you 'floating buck naked in midair but otherwise all right'. You then proceeded to utilize an unknown method to control your descent and touched down near Major Thomas before proceeding to tear off a piece of his parachute so you could fashion a garment similar to a toga from it." Closing the folder, he set it on his desk before leaning forward to rest his elbows on his desk, chin in his hands. "Do you really need to ask why we're interested in you, Lieutenant?"_

"At first, I was a little upset because I thought Director Fury was trying to replace me with someone younger and blonder. Then I realized that if he did, I wouldn't get sent on errands like the Culver University mission or dragging Banner out of Calcutta… and suddenly I wasn't so mad anymore." The AMTs abruptly decided their work was done and rushed off to find better things to do, leaving Carol to turn and find Natasha Romanoff walking towards her. Stopping a few feet in front of Carol, the redhead tilted her head to the side. "Aren't men supposed to wait until you're at least thirty before they replace you, though?" That was followed by a soft chuckle and a shrug. "Well, actually, I turned thirty back when your mother was your age. But I don't look it, do I?"

Well wasn't that the mother of all loaded questions? A reply that wasn't properly complimentary might leave Romanoff feeling insulted, and insulting one's superior was hardly conducive to a long and happy career in the military. Paramilitary. Whatever SHIELD technically was. On the other hand, being overly complimentary might give Romanoff the impression that Carol was a brown noser… or worse. Granted the repeal of DADT meant that expressing homosexual tendencies was no longer a career-ending offense, but certain things were still no-nos under the UCMJ. Being rung up on sexual harassment charges involving another woman when she wasn't even a… not that there was anything wrong with… best to avoid the matter entirely, Carol decided. "I'm not sure how I could possibly be a replacement, ma'am. Unless you have powers that I'm not cleared to know about yet. Although if that's the case, then you're hardly going to tell me now. Or are you?"

Romanoff blinked a few times before comprehension dawned and she laughed again. "Sometimes I forget how literally you tend to take things. No, Warbird, I'm sadly lacking in both the self-propelled flight and bulletproof categories. And energy blasting and super-strength, for that matter. I was referring to what the Public Affairs division decided was a good costume for you."

'Warbird'? Well, at least that one made more sense than some of the other potential names that various members of the Triskelion's staff had been trying to sell her on for the past few weeks. After all, warbirds were military aircraft that were no longer in military service. Granted the 'aircraft' part wasn't quite accurate, but Carol could fake it well enough. And it was definitely better than 'Miss Marvel' - a suggestion that Doctor Lawson had been unwilling to explain the reasoning behind - or the AMTs' favorite: 'Power Girl'. The latter especially, since she was terrified that DC might actually be willing to license the name and likeness to SHIELD, and she had no desire to fly around in a white leotard with a hole cut into the chest so guys could ogle her cleavage.

The blond bob didn't really appeal to her either.

Actually… did the fact that Romanoff had nicknamed her mean that discussion was at an end? Carol had noticed that the redhead's nicknames had a habit of sticking: she was supposedly the originator of Agent Barton's 'Hawkeye' moniker, and Agent Morse was planning to use 'Mockingbird' if she ended up operating as part of the public team in the future. Carol shook her head, forcing herself to focus on the present, and the statement that had sparked her introspection. Looking from her catsuit to the one Romanoff herself was wearing and back, Carol furrowed her brow. "Erm, well, they're not entirely similar, ma'am. I mean, mine's black with red boots and gloves. Yours is almost entirely black. And I have the golden lightning bolt, while your only real bit of color is the belt buckle… and you have belts and holsters and other straps." Romanoff merely raised an eyebrow at that, and then Carol scowled as she realized something. "No offense, but they didn't exactly ask me for my opinion when they were putting together this for me. And even if they had, there's only so many ways you can dress up a basic black catsuit. Ma'am."

"I shot you in the back once with a M107. You didn't even blink; just kept talking to the director as you reached back and scratched the spot. You could fly around in a black bathing suit and pretty red sash if you felt like it, Warbird, and be none the worse for wear after a mission. It'd probably be better for our budget, too; you're especially hard on the legs of your catsuits. Just something to think about." Reaching behind her back, Romanoff pulled an iPhone out of… Carol wasn't sure where, nor was she sure she wanted to know. Her iPhone, it turned out, as Carol pushed the home button to wake it. How had the redhead… oh, right, super spy. "Your orders for tonight. Please don't enter your passcode until I've left; the Captain and I have temporarily been demoted to Level 3 pending the conclusion of the investigation into last night's incident. And for the record? While Public Affairs encourages you to use your social network accounts, FAR 91.21 does apply to you while in the field."

Carol racked her brain as she tried to figure out what Romanoff might be referring to; considering Federal Aviation Regulations consisted of a lot of common sense things that evidently had to be spelled out because common sense was no longer common, she'd never put much effort into rote memorization of them. Part 91, Section 21… "Portable electronic devices?"

Nodding, Romanoff pulled out her own iPhone and opened up the Twitter app, navigating to… Carol's account? The redhead tapped on one tweet in particular, bringing up the attached selfie that Carol had taken while cruising over Pennsylvania Avenue. "Mmm. As amusing as your followers might find posts written while in mid-flight, SHIELD would be considerably less amused if you managed to fly into the side of a building while typing. Vy ponimaete?"

"…yes ma'am." As Romanoff turned to walk away, Carol bit her lip for a moment before calling out to the redhead. "Ma'am? What did happen last night? Buzz around base is that you and Captain Rogers collapsed while sparring, but-"

Romanoff glanced back over her shoulder for a moment before shaking her head. "That's classified, Agent Danvers. Level 7."

Crossing her arms over her breasts, Carol scowled as she watched Romanoff walk away… and then glanced down at her chest. While she might be stuck at Level 6 clearance for the time being, she could think of someone whose clearance probably rivaled Director Fury's, albeit not by legitimate means. Someone who had just gone through a very public breakup and seemed to be ruled by his baser instincts… and Carol was a buxom woman wearing a black catsuit that unzipped down the front. And if Tony Stark had been willing to dig up a fully declassified copy of her own file 'just for the fun of it', then chances were that he'd love to help her untangle the Triskelion's latest mystery.

Carol floated up off the deck, unzipping the top of her catsuit just long enough to tuck her phone into her cleavage before wheeling around and flying off into the darkness. In just under a minute, she'd reached her effective cruising altitude and accelerated past the speed of sound, racing northeast toward Manhattan. As she flew, she found her thoughts drifting back to her last visit. Following Tony's - admittedly medically unsound - advice, she'd managed to dodge almost a week's worth of the 'vitamins' that SHIELD provided her with… and her skin had started to turn blue. Maybe after they'd solved her current mystery, they could dig a little deeper into her past and figure out why…


	7. Chapter 7

Joe's Note: So. That just happened between Willow and Xander. Didn't really intend for it when I wrote out my outline for this story, but then it just sorta started unfolding while I was working on the last scene of Chapter 5 and… well, I ran with it. I'll have to adjust some of my plans going forward to compensate, but I doubt you guys are gonna mind. Moving forward? By the end of the chapter, we'll see the rise of Michelle and the use of female terms regarding Xander. He's going to be living as a girl; it's probably a good idea for Michelle to start thinking of herself by her new name and using appropriate gender terms to describe herself, no? Not to mention… can you imagine how jarring it'd be to read Cordelia talking to or about 'Michelle' and then see 'Xander' reacting? Yikes. Pass. Also, you may notice a slight decrease in chapter length. When I transitioned from _Blue Belle_ to _Red, White, and Blue_ , I tried a few different presentation options which resulted in me having space to expand a few scenes. When I reverted to my original method of scene presentation before writing this chapter, that resulted in the first few chapters being a bit longer than the rest. With that said, any ongoing story I write tends to end up having the chapters grow as I go on, so maybe it won't be noticeable..?  
Dedications & Thanks: To Nicholas, Alexander, Howard, Warren, MJ, Daniel, Christopher, DireSquirrel, Kentucky Fried Dragon, Joseph, mpop, RileyWestfall, bloodylord, Luke, Zachary, Marc, Ziryo, Elliot, Crusifikz70, Timothy, Leigh, Jason, Chris, George, Koby, Ken, Thyatira, William, Invernos, Paul, Pat, Warren, Mitch, and Jess for sponsoring me on P-atreon, and making it easier for me to spend more of my time writing.

* * *

 _November 1, 2013  
_ _Sunnydale High School - Library  
_ _Sunnydale, California_

* * *

Letting out an irritated sigh, Buffy Summers closed the book in front of her and pushed it away. For some reason, Giles had her researching transformative magic, the Roman god Janus, and especially anything that referred to the combination of those two. Why that? She had no idea. Why her? She… also had no idea. Where were Willow and Xander?

Oh, right, Willow was probably still helping her newly-arrived cousin settle in. Buffy frowned as she thought back to her brief introduction with the obnoxious redhead. Was it her fault that Willow and Michelle had looked really similar at a quick glance? And at a second glance, for that matter? It wasn't just the face and hair, either; the two of them dressed… the blonde couldn't even call it 'similarly'. She'd recognized Michelle's sweater as something Willow had bought for herself during their last trip to the mall. Which meant that the only real differences between the girls were… what? Different colored eyes and Michelle had freckles? Like Buffy spent a lot of time staring into other girls' eyes. Not.

That left Buffy with two equally unpalatable choices to pick from: she could either call Willow and try to convince her friend to ditch her own cousin to come to the library and do research she didn't want to do, or she could cut Willow out of things until Michelle packed herself back up and left Sunnydale to return to… wherever she was from. Except she didn't know how long Michelle was going to be in town for. Sure, she'd said a month, but if her parents were anything like Willow's? There was no saying it wouldn't end up turning into two months, the rest of the semester, or even the entire rest of the school year.

But even if it didn't… did she want to be without Willow's help for a month? She was the Slayer, not the Researcher. That was Giles's job… and Willow's. And Xander's. And maybe Michelle's too? Hmm. Maybe they could figure out a safe and non-freak-inducing way of introducing Michelle to the supernatural? After all, if she was going to be in town and in Willow's life and taking up the time and attention of the group's best researcher, wasn't it only fair that she gave back to the Scoobies in some way?

Because doing it all herself sucked. Scowling at the empty donut box leftover from a few nights before, Buffy grabbed another book and opened it, skimming the pages as she searched for the specific phrases Giles had told her to look for. Hopefully Willow and Michelle's night was turning out to be as boring as hers…

* * *

 _November 1, 2013  
_ _Rosenberg Household - Willow's Room  
_ _Sunnydale, California_

* * *

"…holy shit." Sprawled on his stomach on Willow's bed with his flushed cheek pressed against the pillow, Xander tried to catch his breath even as the redhead chuckled softly and slid off the opposite side of the bed. How she could even move after what they'd been doing for the past three hours, he had no idea. Well… she'd been mostly a giver, which probably explained how she still had the energy to do anything other than exist as a limp puddle on the bed. But still. Mustering what little energy he had left, Xander peered back over his shoulder at her with wide eyes. "Wow. Just… wow. Where did you learn that? Any of that? All of that?"

Pulling on a blue slip that Xander remembered seeing both hanging on her doorknob that morning and then again at Victoria's Secret when he'd been shopping with Cordelia, Willow threw herself down in front of her computer and then spun the chair around to face him. "Well, there's a short answer to that but I'm not gonna give it to you. Mostly because I've been dying to talk about the whole thing with someone, and who better than the person who's going to have to keep all sorts of secrets for me anyway? So… do you remember what I went as for Halloween? I mean, you should, it was literally only yesterday." Pausing, she turned her head to check the computer. "Wait… okay, it's not midnight yet. Still only yesterday."

Xander groaned before dragging another pillow over, using it to prop himself up a bit more as he rolled onto his back. If he'd known this was going to turn into an actual conversation, he would have kept his mouth shut. Seeing as how he hadn't, though… "Um, I honestly don't know what to call it. I wanted to ask but I couldn't really find an appropriate way to phrase it. Can I be like, Cordelia-grade blunt here?" Willow offered a faint shrug in response before raising an eyebrow at him. "Slutty schoolgirl."

"…sure, let's go with that. I'm sure you discovered some interesting stuff when you were invading my privacy this morning; I'm still not happy about that but at this point it's just… whatever. Can't change the past, so I might as well roll with it and let you in on my big secret before you stumble onto it by accident." Leaning back in her chair a bit, Willow ran her fingers through her hair slowly before sighing and nodding in the direction of her laptop. "After that whole mess with Malcolm… Moloch… I kept poking around certain parts of the Internet. More adult parts. One thing led to another and, well… nowI'macamgirl."

As familiar as he was with Willow's verbal quirks, it still took Xander's brain a few seconds to split that last rush of sounds into separate words and then he slowly pushed himself up onto his elbows as he stared at Willow in disbelief. "I'm sorry, I could have sworn you just said that you're-"

"A cam girl. Yeah. I did." The brief reversion to the shy, blushing Willow that Xander had grown up with lasted for only a few seconds, and then the girl who'd fucked him into a limp puddle of flesh on her bed reasserted herself. Willow drew herself up confidently with a toss of her head, the blush receding to a faint flush in her cheeks. "Considering what some of the girls we go to school with do to get a bit of attention from boys, I could be doing a whole lot worse with myself. Kinda like I did on Halloween. Which brings us back around to our original conversation and soon you'll understand how this all fits together. You were dressed as Senator Kelly and turned into… well, Mystique actually but still. You changed into another person entirely because you were dressed as them. I was wearing stuff that I usually only use for cam shows, stuff that's a bit more… Harmony-esque… than my usual outfits and so I turned into-"

"A sluttier Willow."

"Let's call her a more outgoing Willow. I don't like slut shaming girls as a rule and slut shaming myself is even worse. A version of myself. Whatever you want to call her." Willow paused for a few moments, brow furrowed in thought, before shaking herself back to the present and the discussion at hand. "But yes, I got taken over by a Willow who didn't keep her sexual adventures strictly digital. She ran around Sunnydale having fun in my body for a few hours the other night, and I came back to find not just those memories but her versions of certain events from the last two years. I guess we were alike enough that most things overlapped. Other things… not so much. Like when she found out about vampires, she got fixated on the whole 'they don't breathe' thing so she went out, found a cute girl vampire, and made her…" Xander's jaw dropped as Willow trailed off. "…not relevant to this discussion."

Yes. Yes it was. It was very relevant. It definitely needed to be a part of this discussion. Because as much as he hated vampires for what they'd taken from him, Xander was still a red-blood teenage boy. Sorta. Kinda. Sadly, Willow didn't seem inclined to elaborate and now that he thought about it, Xander wasn't really sure that he was awake enough to properly enjoy the tale. The redhead had worn him out in a way that literally nothing else in his life had; he couldn't remember ever being this tired before in his entire existence thus far. Letting himself flop back onto the pillows behind him, Xander let his eyes drift closed as Willow spun back around to face her laptop and began typing. Then something occurred to him and his eyes went wide, staring incredulously at the back of Willow's head. "So wait, everything we did tonight was just you working off other Willow's memories of… stuff?"

The rapid clicking of keys slowed to a stop and then Willow shot a smirk back over her shoulder at Xander. "I kissed Missy a bit more after I took my body back, but other than that? Yeah, pretty much. Just imagine what I'll be able to do once I have a little more first-hand experience." Jesus Christ. She'd probably literally kill him. Death by snu-snu. Sure, he'd get to stroll on up to Saint Peter and grin widely and announce that he'd had snu-snu… but he'd still be dead. Probably of exhaustion, possibly of dehydration. Turning back to what she'd been doing, Willow offered up a dismissive wave with her left hand even as the right began typing once more. "I learned at the one and only sleepover I was invited to that I'm terrible at sharing a bed, so if you could wander on down to your room before you fall asleep on me..?"

"Willow, you're a skinny girl with a queen size bed who sleeps in the soldier position. Buffy and I could both sleep in here with you and you'd never even know."

"…why do you have to make this difficult for me? I was trying to be polite, but since that doesn't seem to be working… get out." Both the words themselves and the tone caught Xander off-guard, and he slowly rose into a sitting position even as Willow used her left hand to point insistently toward the door. "I made it very clear before we started that this was strictly a sexual encounter; one of the many things I learned from the other Willow's memories is that it's bad form to snuggle after a booty call. So it's time for you to take your walk of shame down to whichever guest room you're planning to turn into Michelle's room. Shoo."

"Pretty sure you're not supposed to have booty calls with friends who you don't have benefits with, either."

"Shoo."

"Especially non-benefit friends that you're living with."

"Ouste."

"What?"

"It's French for shoo."

Well. Fuck her very much then. After he'd let her talking into shifting his body to suit her whims and everything, even. A maelstrom of emotions whirled through Xander's head: shame, disgust, anger, concern… but in the end, exhaustion won out over everything. Something was clearly wrong with Willow if she was going to treat him of all people like this - especially after what they'd just done - but he was just too damn tired to deal with things at the moment. Grumbling under his breath, Xander slid over to the edge of the bed, swinging his legs over the side and testing them carefully as he slowly rose to his feet. Much to his surprise, they were actually capable of supporting his weight and so he shot one last dirty look at the back of Willow's head before wobbling his way across the room and out the door. Slamming it behind him elicited a muted curse from Willow, and Xander allowed himself a faint grin before setting off down the hallway.

Peeking first into one guest room and then the other, Xander found himself frowning as he doubled back. As much as he wanted to just flop down and go to sleep, if there was a chance that he'd be stuck with the room he passed out in? He kinda wanted to pick the better room. The problem was that they were hideously generic: each was home to an identical full size bed, the same nightstand, and a likewise uniform dresser. After making a second, more thorough inspection of his two options, though, Xander found himself noticing a few differences. The first bedroom - the one that didn't share a common wall with the master suite, which was a plus in and of itself - was two or three feet longer, and also had bigger closets and a bay window. Neither of those really mattered to him, per se, but it seemed like the kind of thing that a teenage girl would want for her room if she had the choice. And for better or worse, he was a teenage girl for the time being, who might eventually bring other teenage girls home to see his room.

As he wandered into his chosen room and closed the door behind him, Xander frowned as he realized that even if he made friends as soon as he returned to school as Michelle, he wouldn't be inviting them 'home' anytime soon. His new room needed a significant makeover; while there technically wasn't anything 'wrong' with it… it was quite obviously and undeniably a guest room. Unless his feminine side turned out to have all the personality of tapioca pudding, the bland colors and utter lack of personal touches in the room wouldn't suit her in the least. Granted the cover story they'd settled on for his sudden appearance did in fact have him as a guest in the Rosenbergs' home… but still. A girl who knew she was getting dumped on her relatives for a significant period of time would try to make herself at home, right?

But while there would need to be some decision-making followed by significant amounts of work in the near future, they - like unpacking the clothes he'd bought today - were concerns for… well, the future. Did his room need some new, less bland furniture to suit its new owner? Probably. Should they repaint the walls? Possibly. What color? He had no idea. What kind of… overall theme, style, whatever did he want for his new room? Again, Xander didn't have a clue. Figuring out the answers to those questions - probably answers to followup questions as well - and then doing something about them required two things that were in short supply at the moment: energy and Willow's help. Possibly Cordelia's assistance as an interior designer as well, which made a third thing that he was currently lacking.

And so for now? He was going to get some sleep. It'd been a long, strange day and tomorrow was probably going to be just as long. It'd definitely be just as weird. Especially if Willow kept acting like post-coital Willow instead of pre-coital Willow. Taking a step toward the bed, Xander glanced down instinctively and then froze as he realized that he was naked. Well, it was kinda to be expected, what with him forgetting to grab his clothes on his way out of Willow's room. Still. He didn't really like sleeping naked. What choice did he have, though? He wasn't going to go slinking back down the hall to retrieve what he'd left behind when Willow had tossed him out, and he certainly wasn't going to run downstairs like this either.

After a few more seconds of deliberation, Xander threw his hands up in the air. Fuck it. He was too tired to deal with any of this shit right now. He'd just sleep in the buff tonight and worry about his nudity - and everything else - in the morning. Staring down at his body, he undid the changes Willow had demanded over the course of their lengthy encounter one by one, until his body was finally back in a vaguely familiar state once more. He leaned over to flick off the light switch, stumbled over to flop down on the bed, and was asleep seconds after his head hit the pillow.

* * *

 _November 2, 2013  
_ _Rosenberg Household - Willow's Room  
_ _Sunnydale, California_

* * *

"You didn't learn how to drive from your Halloween spirit, did you?"

"I… don't think so. I didn't know I could do most of the things I did in the library until Cordelia attacked me, though, so I might be able to. Why?"

Even as her fingers danced across the keyboard, flicking from a cluttered document in Pages past an application Xander didn't recognize but that featured endless rows of white text on a black background and then onward to Safari, Willow raised her right hand to tap at the screen. Specifically, the California Department of Motor Vehicles' logo. "It's a lot easier for me to get you a fake state identification card than a fake driver license. Which kinda makes sense if you think about it, since one only requires you to show up with two forms of ID while the other requires classes and tests. So if you don't think you're going to need a license, I'd like to cut that particular corner for Michelle."

"Well, part of me thinks it'd be cool to be able to drive and just pointed out that your parents left at least one vehicle in the garage when they left for… wherever they are right now. It's hanging out with a part of me that's pointing out that if I know kung fu or whatever that was in the library, there's a good chance that I'd be able to drive if you tossed me behind the wheel." Trailing off, Xander racked his brain in hope of sparking… something… the way Cordelia's attack had caused him to manifest his awesome new fighting skills. Nothing. Damn. Then he took in the thoroughly irritated expression on Willow's face and let out a nervous chuckle before raising his hands in surrender. "But a really big part of me realizes that you're being incredibly generous by taking the time to do all this for me and so yeah, if you wanna cut that corner, that's fine. I can always drive illegally if I have to." That earned him another unpleasant look, causing Xander to quickly offer up a disclaimer. "Which I won't have to ever because that would be wrong."

Willow continued to eye him balefully for several seconds before snorting and returning her attention to the laptop's screen. "Uh huh. And I'm Emma Frost."

There was an excellent opportunity there for some shapeshifting-fueled physical comedy - especially given that Willow seemed to want him to be in any form other than Michelle's for the time being - but Xander decided to let it pass. After all, there would be plenty of similar openings in the future; Willow stumbled into a 'surely'-based _Airplane!_ joke at least once every two or three days. Hmm. Note to self: see if there were any celebrities from their generation named Shirley that he could shift into next time Willow set up that joke. The classics were all well and good, but sometimes fresh material could be fun.

Speaking of Willow's sudden aversion to Michelle… Xander still didn't know what to make of that. Thinking back, his choice of form hadn't appeared to bother her while they were at school yesterday, and it certainly hadn't kept Willow from making out with him or taking him up to her room to fuck. Nor had it put her off the actual fucking, at least not at first. While his memories of the previous night were a bit hazy for obvious reasons, and the requests for changes had come fast and furious after she'd gotten him to agree to the first one? He'd had at least two orgasms before that point. Although him shifting out of Michelle's form hadn't kept her from being a total bitch to him when they were done. Hmm.

Whatever had set her off the night before, though, she'd at least realized that she'd behaved badly. Xander had woken up to a knock on his door, which had opened to reveal a apologetic-looking Willow bearing the gift of s'mores Pop-Tarts. Which she didn't keep in the house, meaning that she'd run out at some point to buy his favorite breakfast food. She'd delivered them to his nightstand before scampering off, returning a minute or so later with several bags of clothing. Bags of detagged, more neatly folded and carefully sorted clothes, he'd discovered twenty or so minutes later when he'd finally gotten out of bed and begun poking around. By then, Willow was gone; after delivering another load of bags, she'd visibly struggled to find the right words to say before eventually giving up and wandering off.

It hadn't been until nearly two hours later that she finally showed her face again, in which time he'd eaten his Pop-Tarts as slowly as possible, taken a long shower, stumbled through picking out an outfit, and put away the rest of his new clothes. Evidently in favor of the avoidance option, Willow had come breezing in talking a mile a minute, grabbing him by the wrist and leading him down the hall to her room. He'd gotten plunked down on her desk to the right of her laptop as she went over their entire agenda for the day and then almost off-handedly ordered to transform back into the girl he'd been for her the previous night, leaving him sitting there in unfamiliar skin as she worked her digital magic to bring Michelle into existence. Occasionally she needed some input, like her question about his ability to drive or lack thereof, but mostly he just sat there looking cute and thinking. Which had led to his current predicament and the questions bouncing madly around the inside of his head. Finally, he couldn't take it anymore. "Why don't you like me?"

"I'm assuming you're talking about Michelle-you and not you-you, since we're best friends and all?"

"Mmm."

"Because while Michelle-you doesn't damage my self-esteem or anything despite being a 'better' version of my own body? Having sex with her does make me feel disgustingly narcissistic. Pretty much 'I need to schedule a session on one of my parents' couches' levels of narcissistic. But on the other hand, you're pretty much my only option for sex for the foreseeable future unless I start acting like the other Willow did. Which is obviously a viable option, seeing as how she did it… but I'm not sure I'm ready to be the ginger Harmony of Sunnydale High." Willow switched to typing with just her left hand as the right reached up, resting for a moment on Xander's knee before slowly sliding upward toward the hemline of her skirt. "Then I realized that Michelle is just an outfit for you. You're no more her than you are me or Cordelia or anyone else you've imitated since you got those powers. At least not yet. So there wasn't anything wrong with asking you to shift into someone else so I wouldn't feel disgusting when we were done. Although I waited until I'd gotten you off a time or two because I figured that it would make you more receptive to the idea."

As far as plans went, it certainly wasn't a bad one. It had worked, after all, which was more than Xander could say about most of his plans. Reaching down, he put his hand over Willow's to still its wandering as he eyed her uncertainly. "You're assuming, of course, that I want to have lots of sex with someone who made me take a walk of shame last night." Which would have been a lot more shameful if it hadn't involved stumbling a few yards down a hallway with really soft carpet but still. It was the principle of the matter.

Willow responded with a smirk before stretching out a finger and scratching her nail gently over the sensitive skin of his inner thigh, making him squeak and squirm about atop her desk. "I'm sorry, who's the one sitting here on my desk in the form of my choice specifically to fulfill my ogling needs while I work?"

"Yes, and you can let people drool over you and not have sex with them. Case in point, Cordelia's entire life since puberty started."

"So you're saying that you don't want more of what I gave you last night?"

"You mean being treated like the ginger Harmony you're worried about becoming? No, can't say that I do." That made Willow flinch away and try to pull her hand back, but Xander grabbed the redhead's wrist to keep her from retreating. "I get it, that this… whatever it is… is a temporary thing. We're exploring, no feelings, no attachment, and when it's all over, things will probably be weird but we'll have to figure out how to go back to being friends without benefits. And don't think that I'm not glad to have this, because it's doing wonders to make me comfortable with the fact that I'm not the person I was a day and a half ago. But just because you don't love me - or at least love me that way - doesn't mean you have to be a bitch about things. Or rub my face in the fact that we're basically just using each other. Just because there's no flowers and chocolate and romantic dates in my future doesn't mean that I have to get treated like a hooker you're paying by the hour, does it?"

Letting out a deep sigh, Willow rolled her chair a foot to the right before leaning down to rest her head on his lap. "I'm sorry. I just… panicked. I was running off other Willow's memories and that's how she handles things after. And since I didn't have any other experience to fall back on, I just kept acting like other Willow and that's probably the reason why she has literally no experience with being in a relationship. Not that this is one, but it's not what she did either and so I shouldn't treated it like that."

Xander nodded despite the fact that Willow couldn't see it before reaching down to run his fingers through her hair slowly. "No, you shouldn't have. I forgive you. This time. Try it again and I will throw you out of this room. Literally. I will pick you up and toss you out." Turning her head, Willow stared up at him with wide blue eyes, making Xander chuckle. "A vague disclaimer is nobody's friend. Also, think of it this way: if you'd let me sleep in here last night, I would have been right here when you woke up to play with more."

"…why didn't I think of that?"

"Hell if I know. You're supposed to be the brains of this operation." That made Willow giggle and then Xander gave a gentle tug on her hair before nodding in the direction of her laptop. "Speaking of which… how are things going? And are you sure this is even going to work? I mean-"

Rolling her eyes, Willow straightened up before scooting back over to sit in front of her laptop. "If only you'd been this enthusiastic about going to school before Halloween; you might have had something higher than a 2.9 GPA. But yes, I'm sure this is going to work. I've already inserted grades for Michelle into her old school's servers and reenrolled you at Sunnydale High. Hit the SSA and got you a new number, which was that stretch where you asked if I was trying to chew a hole in my lip. I was about to tackle the state-level servers to do the rest of your primary identity needs when you started asking me deep questions. Gimme maybe thirty minutes or so and it'll be like Michelle Flaherty has always existed. I'm actually a little worried about how easy this is; I was expecting it to be easier than a federal level server but I'm breaking through their security like it doesn't even exist…"

* * *

 _November 2, 2013  
_ _Senator Robert Kelly's Office  
_ _Los Angeles, California_

* * *

Rereading the priority email from her mole within Sacramento's information technology department, one of Raven's eyebrows crept upward. Someone from Sunnydale was attempting to hack into the state birth registry. Intriguing. Up until now, she hadn't given any thought as to what had happened to the mind of her young doppelgänger during the events of the previous night. Perhaps she should have, Raven realized. What if she'd ended up here in Los Angeles, in Raven's body? Seen what Raven was doing with her life and decided to take a page or two from her book? Although, given where she was - and why she was there - at the moment… who was she to judge if the girl did decide to pursue such a path? Coming to a decision, she fired off an email instructing Forge to let the hacker through, but to document their every move so she could review it later.

Sunnydale. Why the fuck did her Mini-Me have to live in Sunnydale? Even discounting the town's other superhuman residents - Lorna and her spawn in particular - it was a place that Raven had no desire to visit anytime soon. She'd recently spent a few hours there as Robert Kelly, shaking hands with the town's mayor and visiting a section of the waterfront district that was undergoing revitalization thanks to grants from one of the Obama administration's initiatives. That had been more than enough for her; the magic that permeated the town made her skin crawl in the worst way…

A heavy pounding against Kelly's office door pulled Raven from her thoughts and she grimaced. Speaking of making her skin crawl. Still, she needed answers that she couldn't get through conventional methods and so sacrifices had to be made. Given her staff had long ago left for the night, she didn't even bother to shift out of her base form as she crossed her office, opening the door and nodding to the monster of a man waiting impatiently outside. "Victor."

"Red." Giving her a fanged smile, Victor pushed past and sauntered into her office, throwing himself down in a chair that gave a loud groan of protest at the abuse. "So, since I doubt even you've figured out where Erik is yet, much less how to talk to him… I'm going to go out on a limb and guess this is a personal project."

Closing the door, Raven made her way over to Victor and perched on the arm of his chair, draping herself across his back. Running her fingers through his hair, she brought her free wrist up under his nose. "Take a good sniff. Your next stop is a town about an hour up the coast called Sunnydale. I need you to track down a teenage girl with my form and powers, and this is the only possible lead I can give you."

Victor chuckled before nipping gently at her wrist. "Misplaced another one of your kids, eh? You really need to learn to keep those legs of yours closed, Red." Narrowing her eyes at the insult, Raven gathered a fistful of hair and pulled hard, which only made Victor growl and stare up at her with hungry eyes. "Standard rates apply, by the way, even if this is just recon and not wet works."

Sliding off the chair, Raven shuddered as she made her way back around behind her desk, flopping down in her chair. And now came the skin-crawling portion of negotiations. "And who am I going to be turning into for you this time, Victor?"

Victor tapped his claw-like nails against the arm of the chair as he pondered that. "Not sure. You ever seen that show _Mad Men_..?"

"Christina or January?" Raven rolled her eyes at the inquisitive noise she received in response. "Yes, Victor, I'm familiar with the show in question. Elisabeth Moss seems a bit too… mundane… for you for some reason. That leaves Christina Hendricks, January Jones, or one of the lesser actresses, and you do seem to have a thing for the popular girls." After a few seconds without a response, she scowled and crossed her arms over her chest defensively. "Don't look at me like that. I'm a United States senator with an extraordinarily efficient staff. Do you have any idea how little work I actually do? Without Netflix to help me pass the time, I'd go insane."

Victor let out a low chuckle at that before sobering. "Christina. She kinda reminds me of Emma, just… actually human. Emma frightens me sometimes and I'm… well, me." Tilting his head to the side, he thought for a moment. "Actually, she's probably what would happen if you crossbred Emma with that little Grey bitch that follows Xavier around. Reminds me, I still owe her one for that shit at the Statue of Liberty. Falling two hundred and fifty feet onto a boat hurts like a bitch. Maybe I'll put her on my to-do list; a nice hard revenge fuck sounds like a lot more fun than tracking down Xavier's kids and going another round or two."

"Especially since they keep beating you."

"Keep running that mouth and I'm going to raise my rates, Red. Effective immediately."

"Shutting up." Because a night of getting fucked as Christina Hendricks in exchange for finding out what was going on in Sunnydale was a pretty good deal in Raven's opinion. Given Victor's tastes, who knew what he might come up with if he really applied himself?


	8. Chapter 8

Joe's Note: This… isn't quite what was in Chapter 8 in the previous incarnations of this story; it actually contains pieces of both Chapters 7 and 8 from _Blue Belle_. There's a variety of reasons for it, ranging from me expanding certain sequences in Chapter 5 and pushing part of it into Chapter 7, to the fact that I actually wrote some stuff to cover the weekend between the aftermath of Halloween and Michelle's day at school, to the current timeline having a major canon event that occurs on said first day of school and me wanting to address that. And so without further ado? Let's handle people waking up and getting ready for school, and then find out what that big canon event I just mentioned is…  
Dedications & Thanks: To Nicholas, Alexander, Howard, Alonsis2, Connor, MJ, Daniel, Christopher, Sarsif, Fablesrogue, Morgan, Janne, Eric, DireSquirrel, Joseph, Jason, mpop, RileyWestfall, bloodylord, Luke, Zachary, Marc, Ziryo, Elliot, Crusifikz70, Timothy, Leigh, Chris, George, Koby, Ken, Dimitria, William, Invernos, Paul, Pat, Joel, Kentucky Fried Dragon, Warren, Mitch, and Jess for sponsoring me on , and making it easier for me to spend more of my time writing.

* * *

 _November 4, 2013  
_ _Rosenberg Household - Michelle's Room  
_ _Sunnydale, California_

* * *

"…ugh, you're right. This bed has got to go."

"Tell me about it. Why do you think I like sleeping in your room? I mean, other than the obvious." Rolling over with a groan, Michelle batted at her iPhone blindly until one finger managed to hit the sweet spot, silencing her alarm. Setting it to play a compilation of Rock quotes she'd pulled off of YouTube as an alarm… funny in theory, not nearly as funny in reality. Then Michelle opened her eyes for the first time. While Willow had continued to use male pronouns and Xander over the weekend, it was time for that to come to an end. She. Her. Hers. Michelle. Not he, him, his, or Xander. Not for now, possibly not ever again if Giles couldn't figure things out and she couldn't figure out how to shift into a decent male form. While it would take time to genuinely accept her new situation, the sooner she could passably fake it, the better. Especially since she was going to be jumping into the deep end today, trying to fit in with other teenage girls at school. And not just any girls. Cordelia's girls.

God, why had she agreed to that particular bit of stupidity?

Oh, right, she'd been far too complacent when Cordelia started making plans for her and then executing them because it was far, far easier than trying to figure things out for herself. Curse her perpetual mix of laziness and apathy when it came to her own existence. Although hey, her new life would include things like sleepovers full of hot, scantily-clad girls and so it wasn't all bad. Even Harmony wasn't exactly hard on the eyes, at least as long as one tuned her out so they didn't lose braincells due to the stupidity that usually flowed from her mouth.

Wiggling out of Willow's grasp and then shifting her hair right out of the redhead's last desperate attempt to pull her back into bed, Michelle yawned and stretched before looking around her room uncertainly. Thankfully she'd messaged Cordelia the night before and laid out today's outfit with the cheerleader's help, meaning that all she had to do this morning was shower and get dressed. Well, shower, dress, and then decide whether or not she wanted to do something other than the natural look with her hair. And if she finished all of that before Cordelia arrived, Michelle mused, she would probably try her hand at morphing on at least a minimal amount of makeup, lest Cordelia try to put the real thing on her. While she didn't have anything against girls who wore as much makeup as Cordelia and her friends, it wasn't a look she was dying to see staring back at her in the mirror anytime soon…

Michelle was rudely yanked from her thoughts by a pair of arms wrapping around her waist from behind, hands sliding up her stomach before moving to cup her breasts. She moaned softly before rolling her eyes as she leaned back against Willow, turning her head to meet her best friend's impish expression with an exasperated one of her own. "And this is why we're going to be taking separate showers this morning. I feel like I've helped create a monster, Will. You're insatiable."

"I'm a teenage girl who just discovered the joys of sex for herself and who has a shapeshifter living down the hall from her." Willow buried her face in Michelle's neck, kissing and nibbling up and down it before biting Michelle's earlobe and tugging it playfully. "Fuck yeah, I'm insatiable. Although now I'm starting to wonder… you may not be able to turn all the way back into Xander right now, but have you trying shifting back… certain parts?"

It took her words a moment to penetrate Michelle's increasingly foggy mind but when they did, it brought things screeching to a halt for her. Pulling out of Willow's embrace, she turned to stare at her best friend incredulously. "…are you seriously asking what I think you're asking?"

Willow shrugged unapologetically as she closed the distance between them, pressing her breasts against Michelle's larger ones as she molded her body against the curvier girl's. "Why not? The other Willow left a lot - and I really do mean a lot - of naughty experiences behind in my head. Now that I've experienced how amazing sex is for myself, I wanna try… well, pretty much all of it for myself. Problem is, a whole lot of those experiences involve penises. I definitely don't want a boyfriend; they seem like way too much work and I'd be worried about bringing a guy around here for the near future. Which means my choices are either become the geeky ginger Harmony, or…"

"…or ask me to help out. Uh huh. For the record, I feel like 'shift into a dickgirl so you can fuck me or I'll turn into Harmony' is literally the exact dictionary definition of blackmail, Willow." Backing away from Willow again, Michelle shook her head before leaning over and grabbing her underwear off the top of the dresser. On one hand, it really was blackmail in the most literal possible sense, and it felt really weird and unnecessary given how well she'd taken to the whole dom/sub dynamic that Willow seemed to enjoy. On the other hand, she still had lingering curiosity about a whole host of things she hadn't gotten to try as Xander. Willow was eager. And pretty enough. And offering, which was something no other girl had done. So she gave the disappointed-looking Willow a slow once over before turning and walking away, calling back over her shoulder as she passed through the doorway. "If you're not kneeling in the shower stall in front of me by the time I figure this out, you don't get any."

She found herself deeply regretting her first attempt at being dominant a few seconds later, when she found herself slammed hard into the wall opposite her room's door as Willow shoved her way past and took off running toward the master suite.

* * *

 _November 4, 2013  
_ _Leigh Household - Fox's Room  
_ _Sunnydale, California_

* * *

She'd been drugged.

While personally Fox had absolutely no experience with anything even remotely like that, the memories that she'd inherited from Natasha Romanoff on Halloween were screaming a warning that she'd been sedated and… well, she had no reason to doubt them. As she opened her eyes and took stock of her situation, she quickly realized that it was the truth: not only was she sprawled out on her stomach instead of in her customary position on her side, but someone had stripped off her pajamas and left her in just her panties. Which took the rising terror of knowing that somebody had broken into her house and drugged her, and added a whole new dimension of creepiness to it.

Try to stay calm, Fox stretched languidly but incredibly carefully, sweeping her arms back and forth through the space on either side of her. At first she was relieved to realize that she was in her own bed and that she was alone, but then she found herself frowning as she realized she was encountering a bit less than she was used to. One… wait, no, two of her favorite stuffed animals were missing. One… no, two of her favorite stuffed animals were missing. So not only had she been drugged and stripped - if not molested - by her mysterious assailant, but the person had robbed her on the way out? And taken some of her plushies of all things? Who the fuck even did something like that?

Sliding out of her bed, Fox found herself stumbling forward and throwing a hand out to catch herself before she slammed into the wall. Oh yeah, she'd definitely been drugged with something. Jesus. Closing her eyes, she took slow and steady breaths as she waited for the spinning to stop. After nearly a minute, she tried opening her eyes again and let out a sigh of relief as the world remained largely stationary around her, allowing her to make her way out of her room and down the hall to the bathroom. Flipping on the light, she shot a cursory glance over at the mirror hanging above the vanity as she passed it by… and then stopped, took a step backward, and looked again. What on Earth was on her shoulder?

Fox leaned in to get a better look at what turned out to be a small red hourglass, only to discover in the process that it wasn't one of a kind. There was a matching hourglass about half an inch back, and then she turned around and peered back over her shoulder to find a cascading series of increasingly large hourglasses running down the left side of her back, ending above several lines of black letters. Several lines of black letters… that was written backward so that she could read it perfectly fine in the mirror.

'Там может быть только одна́ Чёрная вдова. И ја изгледам боље у одећи.'

Given that it wasn't even written in the Roman alphabet, Fox was caught completely off-guard when her brain not only recognized the writing - the first sentence was Russian, the second was in Sokovian - but translated it. 'There can only be one Black Widow. And I look better in the outfit.' And so if the abundance of red hourglasses hadn't been a big enough clue, Fox now knew exactly who was responsible for her multifaceted violation.

And please, she was definitely the prettier Widow out of the two of them.

Licking her thumb, Fox rubbed at the frontmost hourglass experimentally before rolling her eyes; of course the bitch had written on her with some sort of permanent marker. As she stepped into the shower and turned it on, she made a mental note to be extra nice to Cordelia today. Willow too. Because if the captain of the varsity cheerleading squad didn't know the home addresses of all her girls, the school's biggest computer nerd could probably find the information for her. Then she'd 'borrow' a few things from the school's chemistry lab and pick up some electric hair clippers on the way home…

* * *

 _November 4, 2013  
_ _Cordelia Chase's Lexus GX 460  
_ _Sunnydale, California_

* * *

After a pass through the Espresso Pump, made substantially longer by Cordelia's five minute rant about how horrible Sunnydale was for having only one Starbucks and putting it at the opposite end of town as their school, Michelle was in possession of a large French Vanilla coffee, light and sweet, and was feeling a good deal more put together than she had when she'd stumbled out to the SUV and slumped into the front passenger's seat. Soft muttering from the back seat made her peer back over her shoulder at Willow. "Will? Everything okay back there?"

"The more I think about this, the more cheated I feel. I'm the Jewish girl with Holocaust survivor relatives and he's a Jewish mutant who suffered through the Holocaust. I should be the one related to Magneto, not Cordelia." Willow paused for a moment, taking another sip of her coffee. "Can you imagine how useful that would be for slaying? I could wrap some kind of ferrous wire around a wooden staff and stake vampires with my mind… or hell, even wrap stakes and turn them into vamp-seeking missiles. And I'm pretty sure that Magneto can fly, so I could probably learn to do it too and I'd be able to go anywhere I wanted without needing a car…"

Cordelia glanced up at the rear view mirror briefly before returning her attention to the road. "Grandpa can fly, but it's not as easy as you think. I get the nastiest headaches whenever I try. As for the rest of that? Not everyone can be as fabulous as me. Sorry not sorry. Now that we've got a conversation going, though… Rosenberg. Your neck. Please tell me that you were the victim of a home invasion this morning by a vampire desperate to get out of the sun, and that it managed to bite you before Michelle saved the day and put it down?"

Pulling out her iPhone, Willow held it out in front of her so that she could use the front-facing camera as a makeshift mirror, a shriek of outrage marking the exact moment that she spotted what Cordelia was talking about. It was a nice one, too; Michelle had sunk her teeth into the redhead's neck hard while buried in Willow from behind. "Michelle! You bitch!"

"Turnabout is fair play, Will." Michelle ignored the rude gesture that Willow sent her way, turning her attention to the wide-eyed Cordelia. "Or at least I feel like that's fair? I mean, she did leave a bite mark on my ass the size of a half dollar; sitting straight in those hard plastic chairs at school is going to be a nightmare." If possible, Cordelia's eyes got even wider at that revelation and then Michelle realized exactly who she was talking to… and about what. As Willow buried her face in her hands with a groan, the shapeshifter decided that if she was in for a penny, she might as well be in for a pound. "So, yeah. Remember that breakdown that you were predicting I'd have? Hasn't happened yet. Not sure, but I feel like I probably have Willow's expert use of the Marvin Gaye method to thank for that."

Willow lifted her head a bit at that, a faint smile on her lips as she peered up at Michelle and Cordelia. "I did provide some quality sexual healing, didn't I?"

Coasting to a stop at the red light, Cordelia threw her hands up in exasperation. "Seriously? Even you two freaks are getting laid? That's just… even if it's with each other, that's still more than I'm getting. The closest I've gotten to rocking the casbah since I got back from my vacation this summer was Chris Epps trying to turn me into part of Daryl's zombie bride thing. I can't even count Richard over at Crestwood because he just wanted to sacrifice me to a demon. Couldn't he have at least tried to fuck me before offering me up to his creepy snake god? This is an outrage. I am outraged. Since when am I the untouchable loser out of the three of us?"

"Wait, really? Because I've heard at least four different guys claim that they've-"

"Yes and by the end of today, I know for a fact that I could produce at least six different girls - two of them non-cheerleader, non-Cordette girls for extra credibility - who would swear up and down that the weird new girl got them alone and tried to kiss them." As Michelle gaped at the green-haired girl in disbelief, Cordelia waved dismissively. "Not saying I would, just that I could. Queen of the school, remember? One of the first things that you'll learn as a popular girl is that gossip is a lot like a Tumblr post: even if it sounds plausible, don't believe anyone who can't provide you with a credible source of proof. And if it's big, verify the source's source."

Fair enough. And now that she thought about it, it was really something that Michelle should have known without Cordelia needing to slap her upside the face with it. Hell, Lord knew there were enough weird rumors swirling around Buffy these days thanks to her inability to come clean about the weirdness that swirled around her. As the light turned green and they continued on their commute, Michelle shot uncertain looks over at Cordelia. "Really? Your only reaction is 'why the hell are the losers are getting laid when I'm not'?"

Cordelia offered a faint shrug as they turned into the smaller and slightly more remote of the two available student parking lots, the cheerleader confidently making her way to a very particular spot under two trees that would keep her car in the shade for most of the day. Personally, Michelle was a little surprised that the self-proclaimed 'queen' of the school hadn't managed to browbeat the school into letting her park in the staff lot or something. "Well, I mean, the fact that you two are supposed to be cousins makes the whole thing kinda creepy and West Virginian but-"

"Actually, first cousins can marry in California and eighteen other states. Oh, and in Maine if you submit to genetic counseling first, and North Carolina as long as you're not double cousins. So Michelle and I technically aren't…" Willow trailed off as both Cordelia and Michelle peered back at her, blushing faintly. "I'm not helping, am I?"

"Pretty sure that revealing you've put serious thought into incest before now is the exact opposite of helping, Will."

"…will you two rejects shut up and let me finish? God!" Turning off the car, Cordelia reached over and grabbed her purse from beside Michelle's feet, tossing her ring of keys into it with a huff. "I was going to say that considering my Aunt Wanda and my Uncle Pietro have two kids together, I'm not really in a position to pass judgement. Plus I know you're not really cousins and that it's not actually incest. That said? There are only six of us who do know. So there's gonna be a whole lot of people who will be judging the fuck out of you if they find out."

Michelle hopped out of the car, opening the rear passenger door and retrieving her backpack from next to Willow. "And that's something you do care about because if they're judging me, they're judging you for being friends with me. You don't have to worry, though; this is a strictly behind closed doors thing. There's absolutely nothing relationshippy going on between us." Hmm. Was it just her, or had that sounded a little bitter?

Evidently it had to Willow, who eyed her strangely before shaking her head and sliding out of the opposite side of the Lexus. "What she said." Swinging her backpack up onto her shoulder, she began making her way toward the school, calling back over her shoulder to them as she wandered off. "I'm gonna go round up the other girls who already know about Xander's blue side and fill them in on what's going on. Oh, and I had my hair down on Friday, so if anyone else asks about the hickey? I'll blame it on Missy."

Cordelia opened her mouth to reply but then paused, her brow furrowed in confusion. By the time she gathered her thoughts, Willow had disappeared from sight between two of the campus's outer buildings and so the cheerleader turned to Michelle in disbelief. "Her and Missy? Really?"

"Apparently? I mean, she says so but I haven't verified it with Missy. Should I?"

"I… don't… know…"

* * *

 _November 4, 2013  
_ _Sunnydale High School - Hallway  
_ _Sunnydale, California_

* * *

Cheerleaders. The final frontier. She was about to boldly go where no man - or probably at least no straight man - had gone before. Michelle took a deep breath to steady her nerves, watching as Cordelia pulled away and walked towards the knot of girls clustered near one locker. Was it too late to change her mind? Flee school, stick to the shadows until she could manage to resume a male form of some sort again, and then reinvent herself yet again? Maybe as Cordelia's new boyfriend or something, if she really had some sort of plan that required her cooperation and proximity?

Cordelia turned to look back at her, beckoning impatiently, and Michelle sighed in resignation. Fixing a fake smile on her face, she moved forward to 'meet' the Cordettes. To her left, she could see a smirking Willow herding Kat, Avery, and the others into the library and Michelle made a vow right then and there: she was definitely going to take advantage of Cordelia's willingness to take them as a package deal so that she could drag Willow into the Cordettes as well. If she had to suffer through the horror of hanging out with girls whose IQ was smaller than their band size, so would her 'cousin'. Finally she got close enough that Cordelia could reach out and grab her arm, and Michelle stumbled as Cordelia yanked her in. "So, girls, meet Michelle Flaherty. She's Rosenberg's cousin on her…"

"Mother's."

"…mother's side. Thankfully I grabbed her before she got sucked into that black hole that is Harris, Rosenberg, and Summers." The girls tittered at that and Michelle bristled mentally but managed to keep her fake smile on her face. This was nothing new, she reminded herself. She'd known all along how the popular kids at school regarded the Scoobies: Willow had never been popular, neither had her previous form, and one mishap after another had quickly destroyed what little chance Buffy had of regaining even a fraction of her Hemery High social status. "So, girls, meet Michelle. Michelle, these are the girls. The faux blond is Harmony Kendall, the platinum blond is Aphrodesia Michaelis, honey blond is Gwen Ditchik, and then we have Aura White and Janet van Dyne, the school's token black girl and the one hot nerd respectively. Seeing as how they're both rare as fuck around here, I had to have them because… well, precious commodities and all."

Michelle arched a brow at that but since neither Aura nor Janet seemed to take offense at Cordelia's words, she decided that she wasn't going to go to bat on the pair's behalf. If they wanted to defend themselves, she reasoned, they could open their mouths. "Nice to meet you. So…" Safe topic… safe topic… think of a safe topic… "Cordelia mentioned she was the varsity cheerleading captain. Are you all on the squad with her?"

Grinning, Janet leaned forward and pointed over at one of their number. "All of us except Harm. She can't walk and chew bubblegum at the same time, so we don't exactly trust her to catch someone being thrown into the air or anything like that." Harmony let out an indignant huff and tried to counter, but Janet smoothly steamrolled over her sputtered objections and pushed onward with the conversation. "What about you? Were you a cheerleader at your old school? And why'd you decide to transfer, anyway? Especially to Sunnydale?"

"Well, I didn't really decide to transfer. My parents had this monster fight because they both found out the other one was cheating, but decided to try marriage counseling when they did a bit of googling and realized it was cheaper than two good divorce lawyers. Now they're off on a second honeymoon to try and put their marriage back together." That matched what she'd told Buffy, but since they weren't sure how long she'd be stuck like this, Michelle and Willow had cooked up an excuse as to why she might be in Sunnydale for longer. "After that, they have a couple of major business trips early next year - they work for the same company in the same department, it's how they met - and so when you put it all together, they're going to be gone for like, eight months. So they sat down with me, we talked it over, and we agreed it would just be easier for them to send money to my aunt and uncle and have them take care of me for the rest of the school year. I might leave early if something changes, but until I hear otherwise… well, I'm a Sunnydale girl from now till June." Michelle paused, wondering how to handle the sports question. All but one of the Cordettes were cheerleaders and she was supposed to be trying to fit in with Cordelia's friends so the magnokine would have an easier time of keeping her close. But even if she was a biological girl - or at least playing one these days - hell would freeze over before someone forced her into a miniskirt and gave her pom-pons to wave. "And no cheerleading. I'm more of a softball girl."

As the girls exchanged looks, Michelle knew she'd have to play the ensuing explanation carefully. Despite her true thoughts on the matter, she didn't want to put down their sport of choice lest they decide she was a bitch, which would cause problems for Cordelia. But then she also had to appear loyal to her sport of choice without coming across as a fanatic: failing the former might get her an invitation to cheerleading tryouts while succeeding at the latter would also make it harder to win Cordelia's friends over, leaving the magnokine in the same difficult position. Finally Harmony spoke up on behalf of the Cordettes. "Oh. Softball. That's… nice."

Michelle shrugged in what she hoped was a nonchalant manner. Here went nothing; hopefully her farting around on the Internet while waiting for the pizza to show up was about to pay off. "Well, my uncle - on my dad's side, not someone related to Willow - was a major league baseball player. Now he's a commentator. John Flaherty. Wouldn't be surprised if you've never heard of him; he was a catcher for the… hang on, I actually have to think about this for a second. The… Red Sox, then the Tigers, then the Padres, then the Devil Rays, and finally the Yankees. Then he retired and started working for YES. Anyway, he used to drag some of his old pads with him even on vacation so he could keep in practice and so I'd see dad pitching to him out back on nice days. I was kinda chubby in elementary school and so my parents wanted me to do a sport… I thought Uncle John was pretty cool so I let them sign me up for the local Little League Softball league. It just sorta stuck." Hmm. Oh! Way to stroke their egos. "Besides, I don't have the work ethic to be a cheerleader. I mean softball is just a bit of workout year round and then getting my butt in gear each spring, but you guys are busy pretty much all year. I can't imagine how hard that's got to be."

Thankfully, before she had to add any further to the growing nest of lies that was her new pretend life, Cordelia stepped in. "So, has nobody noticed the all new me in the excitement of the new girl? Or are we going to pretend there's nothing there and hope it goes away, like we do when Summers comes near us..?"

"I was kinda curious, but I couldn't really think of a tactful way to phrase 'Cordelia, why do you look all freaky?'." Aphrodesia leaned forward, tugging gently on Cordelia's bright green hair, which the cheerleader had decided to leave down that day. "But, since you brought it up… Cordelia? Why do you look all freaky? I mean, my first guess would have been a bad reaction to dye but your white hair on Halloween was a wig. Which means that you weren't messing with dye at all, making it pretty impossible for you to have had a bad reaction to it."

Cordelia batted Aphrodesia's hand away, running her fingers through her hair to smooth it back so the others could see her roots even as she arched her back a bit to thrust her chest out. "Tact is just not saying true stuff. You know how I feel about that. And besides, a hair dye accident wouldn't explain my chest, would it?" The girls shook their head in confusion and Michelle tilted her head to the side curiously, wondering how Cordelia was going to talk her way out of this one. The cheerleader's next words made Michelle's jaw drop. "None of you caught my eye on Friday, but… did anyone else here buy some or all of their costume from Ethan's? Not remember much of Halloween night? Have any weird thoughts still floating around in their head?"

The reactions were… interesting. Aura and Gwen were quick to shake their heads, even as Harmony and Aphrodesia nodded almost in sync. Janet, on the other hand, was strangely still and staring at Cordelia with wide eyes. After exchanging a series of looks and small gestures with Harmony, Aphrodesia spoke up. "I, uh, may or may not have some pretty impressive parkour skills now." Michelle raised an eyebrow at that revelation; what the hell had one of Sunnydale's finest dressed up as that she had memories like that floating around in her head? Thankfully Aphrodesia realized the 'new girl' might need that little tidbit of information to be able to follow the conversation, and volunteered it without being asked. "I went as… well, not exactly Captain America, seeing as how I'm a girl and all. But I don't understand-"

"Long story short? Magic is real. Amber Grove bursting into flames last spring during tryouts? Magic. My sudden blindness? Magic. Equally sudden cure? Magic. Unless any of you have a better explanation for those things?" Cordelia looked around, waiting until each Cordette had shaken her head, and then continued. "Last night, this guy turned everyone who bought anything from Ethan's into their costume. So Aphrodesia, you turned into American Dream and I turned into the Black Cat. And other people turned into pirates, medieval ladies, ghosts, demons, whatever. Except for some lingering memories, everyone else I've talked to turned back to normal after a few hours. But something weird happened to me and… well, when the costume came off, all of the catsuit's padding was a part of me and my hair and eyes had changed colors." Cordelia let out a huff of annoyance as she leaned back against her locker, crossing her arms under her breasts. "Since I can't seem to find someone listed under 'wizard' in the phone book to fix me, I'm pretty sure I'm stuck like this. I was thinking about dying it back to normal, but I'd have to constantly touch up my roots and don't even get me started on my eyebrows. And I looked into surgery… I should probably wait till I'm older to make sure I'm done growing, and even then there's risk of scarring, loss of sensation, and a bunch of other crap. No thank you. I think I'll just date a masseuse."

Aphrodesia looked Cordelia up and down slowly a few times before clucking her tongue. "Huh. Suddenly, thinking that it's normal to jump a wall instead of going around it… not so bad."

"I know. That's rough. I mean, if Cordelia had been turned entirely into the Black Cat? She's pretty. And the white hair would be exotic. But green? That's kinda freaky." Harmony trailed off, looking to the other Cordettes for support that failed to materialize, before finally returning her attention to the leader of her pack. "But, well, I guess green is exotic too. I mean, nobody else has green hair. Just… you're not going to try and turn it into an 'in' thing and make us dye our hair green too, are you?"

Cordelia reached up and pulled a strand of hair forward, staring at it as she contemplated the blonde's words. Eventually, she let out a snort. "Now why would I do something stupid like that, Harmony? Then I wouldn't be the exotic girl with green hair anymore. Supply and demand. Right now, I've got the only supply and once guys get a good look at me, I'm sure there will be a lot of demand. Blondes, brunettes, redheads… dime a dozen. Green…ettes? Zip. Zero. Zilch. I'm one of a kind. Well, even more than I used to be."

The Cordettes were left pondering that as Cordelia opened her locker, pulling out the textbooks that she'd need the day. But even as Harmony opened her mouth to share what was undoubtedly a scintillating thought, the hallway came alive with noise as hundreds of voices began chattering excitedly. Everywhere that Michelle looked, people were staring avidly at their smartphone or crowding in next to someone who already had theirs out. Given that she was a relative newbie when it came to her iPhone, Michelle opted to sidle up on Gwen's left, shooting the blonde a grateful look for not protesting the move before peering over the girl's shoulder. Rather than head for Facebook as Harmony claimed to be doing, Gwen instead made a beeline for CNN, whose website loaded with a bright red banner across the top.

 _'BREAKING NEWS: Superhuman known as 'Thor' has engaged hostile aliens in battle on the grounds of the University of Greenwich.'_


	9. Chapter 9

Joe's Note: Since the previous chapter was the end of _Blue Belle_ 's Chapter 7 and the start of Chapter 8… I'm sure you can guess where the rest of Chapter 8 ended up. And obviously some new scenes, since the timeline adjustment means that Michelle's first day of school is now also the climax of _The Dark World_. Oh, and if you're wondering about some of the back story that Michelle shared in Chapter 8? John Flaherty is a real baseball player of no particular acclaim. He was drafted by the Red Sox in '88, and played up through their farm teams before spending MLB time with Boston ('92-'93), Detroit ('94-'96), San Diego ('96-'97), Tampa Bay ('98-'02), and the New York Yankees ('02-'05) before retiring and going to work for YES Network. Coincidentally, I met him when I was six and he played for the New Britain Red Sox in 1991. Small world, huh?  
Dedications & Thanks: To Nicholas, Alexander, Howard, Alonsis2, Connor, MJ, Daniel, Christopher, Sarsif, Fablesrogue, Morgan, Janne, Eric, DireSquirrel, Joseph, Jason, mpop, RileyWestfall, bloodylord, Luke, Zachary, Marc, Ziryo, Elliot, Crusifikz70, Timothy, Leigh, Chris, George, Koby, Ken, Dimitria, William, Invernos, Paul, Pat, Joel, Kentucky Fried Dragon, Warren, Mitch, and Jess for sponsoring me on , and making it easier for me to spend more of my time writing.

* * *

 _November 4, 2013  
_ _University of Greenwich,  
_ _Greenwich, Greater London, England, United Kingdom_

* * *

"Um… what the hell just happened?"

Agent Darcy Lewis looked around in confusion, trying to figure out… well, what the hell had just happened to her. One second, she'd been urging Jane Foster to use her surprisingly effective modifications to Erik Selvig's gravimetric spikes to take out what her recently-trained eye was telling her was probably an opposing leader among the svartálfar. The next, there'd been a flash of blue light and now she and Ian Boothby were… somewhere else entirely. Still on the University of Greenwich campus, she quickly established, which meant they weren't too screwed. But where they were relative to Jane and Erik, she had no idea and-

There was a loud thump to her right and Darcy spun around, drawing her SHIELD-issued FNX-9 and putting two rounds into the skull of a stunned svartálfr. Ignoring the stunned look on Ian's face, she prodded it with the barrel of her gun a few times before beckoning for him to follow her. Why anyone who had so much as glimpsed at her college transcript bought the whole 'stupid intern Darcy' act was beyond her, but in the face of an extraterrestrial invasion that could lead to the extermination of all life as they knew it? It was time to drop the role she'd been playing from the moment she'd first been dropped in Jane and Erik's laps, and put on her agent pants.

"Darcy? Since when do you-"

"Not now!" Darcy scowled and raised her pistol again as another ripple of blue light deposited two more svartálfar behind the silver Passat that the first one had landed on. While she was a passing fair shot, she wasn't confident that she could put them down without the element of surprise. The energy rifles they were toting were also a bit worrying. "Run! I'll cover you!"

Evidently, Ian's gallant streak ended when aliens showed up and his sneakers beat a rapid staccato against the pavement behind her as he dashed to safety. Darcy allowed herself a faint shake of her head before sighting on the rear svartálfr… who had a sword. Leave it to Jane to follow her advice in the worst possible way. Doing her best to breathe evenly, her finger curled around the trigger and then two bolts of yellowish-green energy curled around her body, slamming into both of her opponents and throwing them back into the wall. "Don't. Touch. My. Human." Her hands alight with eldritch energy, Amora Incantare breezed past Darcy with a smirk on her face, making a series of gestures that caused the elves to float up off the pavement before slamming into each other with bone-crunching force. "Miss me, lover?"

Darcy let out a sigh of relief, quickly holstering her pistol so that she could dash forward and envelop the blonde Vanaþegn in a tight hug as Amora turned to face her. "You have no idea how happy I am to see you right now. And… lover? Do I actually qualify for that yet? How many alcohol-fueled, terrible decision one-night stands do you have to have before you move from fuck buddy to lover?"

Wrapping her arms around Darcy's waist, Amora rested her hands on the brunette's ass as she leaned back in Darcy's embrace and arched an eyebrow curiously. "I wasn't aware that you inviting me and Göndul to meet you at a hotel for a romantic candlelit dinner - a dinner that you made sure included some of our favorite dishes, even - followed by hours of torrid sex could be considered a 'alcohol-fueled, terrible decision one-night stand'. Göndul? Thoughts?"

"Don't look at me, I was just there for the free food and fun. You're both most definitely 'fuck buddies' to me." Göndul Vagndóttir's gaze darted around warily as she made her way over to Darcy and Amora, twirling her wand quickly between the fingers of her right hand. "You insisted that we come to make sure that your Midgardian pet was safe." Aww, Amora had? Maybe they really were lovers after all. "She is. Now what? I can feel Mjölnir's magic nearby, and a large dark stain that has to be Malekith. While the Allfather may have assigned me to be your guard today, I believe that he would want me to aid Lord Thor in his battle…"

Amora gave Darcy's ass another rough squeeze before releasing her, whirling around to stare at… the wall? No, Darcy realized, given that all of the seiðr-using women she'd met could sense magic to some degree and Amora's talent in that area were significantly better than Göndul's? Amora was most likely evaluating the situation from the safety of their side street rather than charging blindly into danger. Smart. Suddenly, the Vanaþegn threw her head back and cackled loudly. "Thor and Malekith just disappeared and if I'm not mistaken, I got the faintest taste of Svartálfaheimr's magic as they departed. They must have gotten swept up in one of those portals swirling around the area."

That news made Darcy tense up as her mind whirled with the implications. No Thor meant nobody to stop the dark elves from running wild through Greenwich and beyond. Sure, she was there and so were Amora and Göndul, but the Avengers and SHIELD were both based on the other side of the Atlantic. Even if they'd dispatched teams to help the second Malekith's ship appeared in Greenwich, they were still hours away at this point. To Göndul, on the other hand, Amora's announcement meant something else entirely. "If Lord Thor is gone, that means I should remain with you. I take it that means I won't be slaying svartálfar in glorious battle today?"

"To borrow one of Darcy's favorite phrases… bitch please. That restaurant in New York lets me eat there free whenever I want because I protected them from two petty thieves. Imagine what the mortals will give me if I protect them from a svartálfar invasion?" Whirling around to face Darcy and Göndul, Amora grinned widely before making a faint pulling motion and materializing an ornate golden staff. "Besides, I can't let Mórrígan have all the fun…"

"Will work for stuff? Isn't that a little petty for someone like you?"

"I'm sorry, you're honestly surprised that I'm being petty? Have you met me?"

Fair enough. Then something else that Amora had said registered with Darcy, and she perked up. Moira was somewhere around here too?

* * *

"What are you doing?"

"My signal's not connecting!"

Erik Selvig shot a glance back over his shoulder as he continued to run from the svartálfar, only to do a double take and then let out a loud groan as he realized that his erstwhile protege had stopped to fiddle with the controller for the gravimetric spikes. Displaying a distinct lack of self-preservation was turning into a terrible habit of hers; this, getting wrapped up in the whole Aether mess in the first place, refusing to leave Thor's body in Puente Antiguo… "Jane! Come on!"

Reaching out, Erik grabbed Jane by the arms and guided her back into motion, ducking down a bit as reddish energy bursts whipped past around him. Then things were flying past him from the opposite direction, feathery wings buffeting his body as a cloud of ravens swarmed past him in a deafening cacophony of cawing. While he wasn't dumb enough to stop and investigate, he did shoot quick glances back over his shoulder… allowing him to catch the unbelievable sight of the ravens merging into a writhing mass of black feathers that quickly took on humanoid form.

Well, it might have been unbelievable if Erik hadn't been fighting on the side of a Norse god against a group of svartálfar to prevent the destruction of what was essentially all of reality as he knew it. As it stood, a unkindness of ravens transforming into a person was… perhaps merely strange at best?

Feathers abruptly exploded outward, revealing a pale-skinned woman with dark hair, an all-black outfit that did nothing to hide a body that Jane would have killed to have, and a wicked-looking dagger in each hand. Hefting one, she let it fly with an almost negligent flick of her wrist, burying it to the hilt in one svartálfr's face even as she lunged forward and stabbed another in the chest. Before the bodies of her first pair of victims hit the ground, she was already slitting a third svartálfr's throat on her way past to attack a fourth. And then suddenly… running didn't seem like quite as pressing a need anymore.

Opening his mouth to warn the newcomer about the second group of svartálfar that had almost managed to flank him and Jane, Erik was instead left gaping as she whirled and hurled a giant burst of green energy into the oncoming svartálfar. " _Avada kedavra_! Or… some such." Her prey collapsed to the ground in perfect synchronicity even as the woman gave the fifth and final svartálfr from her original group of victims several vicious stabs to the chest, stepping back as it collapsed to the ground like a puppet with its strings cut. Slowly straightening up, she casually summoned the dagger she'd thrown earlier back to her hand before peering back at Erik and Jane. "I really do hate those books." What? " _Harry Potter_. It's got a completely unrealistic depiction of magic, and don't even get me started on Rowling's take on classic mythological creatures…"

"I don't know, I kind of like them." Personally? Erik wouldn't have argued anything at all with the incredibly lethal, magical bird-woman… but Jane really did seem intent on exercising her suicidally brave side today. "Granted I was part of the target demographic back in the day, so I grew up reading them as a kid and…" Jane trailed off, looking around at the carnage that the woman had wrought. "How did you do that? Are you… are you like Thor, then?"

The woman responded by throwing her head back and letting out a harsh laugh that sounded closer to a raven's caw than a noise that a human would make. "No, darling, I am nothing like that bumbling oaf. Nothing at all. I am Mórrígan, of the Tuatha Dé Danann."

* * *

 _November 4, 2013  
_ _Sunnydale High School - Hallway  
_ _Sunnydale, California_

* * *

Her attention glued to the phone - and when they cut to an intrepid reporter for on the ground updates, Gwen's cleavage - Michelle didn't realize that someone else was leaning against Gwen's right side until the four-on-one battle had concluded with Thor and his lady friends decisively defeating the aliens, stopping the very evil-looking reddish-black cloud of yuck and doing something to make the alien ship disappear into thick air. To be honest, caught up in the replays of the action from alternate angles as witnesses began uploading video from their smartphones, Michelle probably wouldn't have noticed the unknown girl leaving either… but her words combined with her strange accent captured the redhead's attention in a heartbeat. "Göndul gets all the fun. Knew I should have stayed with Amora."

Head snapping up, Michelle watched the unknown girl retreat, eyes bouncing from surface to surface to drink in every glimpse at a reflection of the girl she could find, memorizing her features as best possible. In a student body of twenty-two hundred, it was easy to blend in… but she would definitely need to find the girl at some point. If she was connected to Thor and his friends, then she was probably on the side of angels… but Thor's own brother had been responsible for some heinous shit a year and a half ago, so Michelle wasn't really willing to take that for granted.

But with the battle over and the girls around her seemingly unconcerned with the repercussions - as if the whole thing had been a WWE match or a trailer for the latest impending DC theatrical flop - Michelle had other things to worry about. Namely, that she returned to being the center of conversation as soon as Harmony looked up from her phone and remembered that the 'new girl' existed. "So, potentially stupid question here but I'm gonna ask it anyway… does you taking Michelle on as your new pet project mean that we have to be nice to Rosenberg from now on? And, uh, why exactly do we have Michelle around? I mean, I could understand it if you were going to recruit her for the cheerleading squad or something, but-"

"Because she's like Janet and Aura… and now me. Unique." Cordelia's words brought Harmony to an abrupt stop, but earned her looks of confusion rather than acceptance and so she sighed before turning to Michelle. "Show them."

Show them… what, exactly? Her mutation? Michelle was reasonably sure that was the only halfway unique thing about her, considering redheads were hardly a rarity in Sunnydale. Case in point: Willow. Well, there was that whole 'girl who used to be a boy' thing, too, but she couldn't exactly 'show them' that. But why the hell could Cordelia possibly want her to… Michelle sighed. Whatever. There was obviously some sort of plan brewing in the cheerleader's Machiavellian little brain, and this had to be a part of it. And if Michelle outing herself blew up in their faces? Cordelia was the one who'd be stuck cleaning up the mess. After all, she'd gone from Xander to Michelle in the span of a weekend; it wouldn't be hard to reinvent herself a second time to escape any fallout from what she was pretty sure was a terrible idea.

Her fears assuaged enough for the time being, Michelle let her eyes roam over the assembled Cordettes and quickly narrowed her options down to two girls before picking the one closest to her body's current measurements. "Right. Um, Gwen was it? Ever wonder if you'd make a cute redhead?" Fixing an image of the blond cheerleader in her mind, Michelle tweaked her mental Gwen to incorporate her preferred hair color and then shifted.

Still somewhat subdued as people huddled over their phones in small groups and whispered to each other, the hallway again descended into silence as Michelle's transformation tore their attention away from what was arguably a far more interesting current event. Holding her breath, she waited as Gwen looked her up and down before reaching forward to play with Michelle's shoulder-length red hair. "Huh. I might need to make an appointment with that stylist Cordelia keeps mentioning. I look kinda hot like this. So you're what, then, a mutant or something? I mean, you could be some kind of magical shapeshifter girl, but Cordelia doesn't seem to like magic much and so I doubt she'd keep you around if you were." Michelle nodded dumbly; this wasn't exactly how she'd pictured people reacting, especially given Willow and Cordelia's responses to her imitating their forms in the past. "Well, I can honestly say I don't know another mutant. Guess that means Cordelia was right about you." Pausing, she let out a soft giggle. "You know, taking you to the mall is going to be awesome. Now 'I' can try stuff on twice as fast. Just split my pile and give you half." Looking back over her shoulder Gwen let out a loud whistle before making a shooing gesture. "You can go back to watching Thor kick alien ass, folks. I'm not gonna make out with my temporary twin sister or something. If you want to get to know the new girl, start writing notes to pass her during class or something."

Yeah, this definitely wasn't what Michelle had been expecting. Pitchforks and torches, maybe, or at least someone shouting 'mutie!' before tackling her and pounding the crap out of her. But apart from some pointing and whispering? And a few phones being pointed her way in hopes of catching her doing something else interesting before Gwen discouraged them? Nothing. Where was the hatred? Where was the fear? Where was the- "So, do you have your schedule yet? We can show you where the office is. Although you should probably turn yourself back to normal so you don't freak the secretaries out." Harmony latching onto her arm and tugging gently brought Michelle back to reality. "That and if you're going to be the Cordettes' only other non-cheerleader, we should probably get to know each other."

Oh boy. Quality girl time with Harmony. Just what she'd always wanted…

* * *

 _November 4, 2013  
_ _Sunnydale High School - Cafeteria  
_ _Sunnydale, California_

* * *

"So, what do you think?"

Harmony looked up from her lunch tray, pondering the question as she tore open the packet of Lite Italian she'd picked out for her salad. The same thing she ate every day, but consistency was the key when it came to a good diet and she had to maintain her girlish figure. Plump and popular rarely went hand in hand, after all. "About what? This magical Halloween story of yours? The new you? Abercrombie & Fitch's winter collection? The fact that if I'd picked a less slutty costume like you told me to, I could have super-soldier girl memories floating around in my head like Aphrodesia instead of AP Pole Dancing? Because… actually, I'm not sure how I feel about that last one yet. Being a soldier seems kinda butch, and the only people who like butch girls are other girls."

Rolling her eyes, Cordelia used her fork to point at something off over Harmony's left shoulder. "Michelle, dear. Although depending on how much you remember, I might have to hire you as a personal trainer. I hear it's a fabulous way to stay fit."

"Hmm. I could use the money… or maybe some of those shirts you can't fit into anymore. Gimme a chance to figure out how much actually got left behind and then we'll talk. As for Michelle, she's… interesting. Not exactly what I'm used to, but maybe that's a softball thing? You and the others are all cheerleaders, so it's not like I have anything to compare to there. Definitely a bit of an oversharer, but we can work on that. It's handy now when I know nothing about her, but it'll probably get old fast to have her constantly telling us every little thing about herself. Um, what else? Oh, there's the mutant thing obviously. I had her turn into a couple different versions of me just out of curiosity. Did you know I look good with black hair and purple eyes?"

The corner of Cordelia's mouth quirked up at that. "No. Probably because you're a blue-eyed brunette who only dyes her hair blond?"

"Oh. Right. Well, then I might ask for Claire's number too. Maybe buy some colored contacts. Have Michelle show you that version of me later; I'm totally hot. Other than that… well, we don't have too much in common but I suppose we can work on that. There's nothing wrong with her. Nothing right, either, if you wanna look at it that way. But since you seem to want her around for some odd reason, I'll make it work. Although she needs to calm the fuck down about this 'giant Norse girl' she's fixating on. People are evidently okay with 'lesbian mutant'… oh, don't even try to deny it, I see the way she looks at you and Gwen. But as I was saying, they're cool with 'lesbian mutant' but 'lesbian mutant stalker' is gonna be a whole lot less popular. I don't want to be connected to that sort of train wreck, and I don't think you do either. So keep her on a short leash and be ready to pull the choke chain if you need to." Harmony looked off to her left and Cordelia followed her gaze to watch the girl in question cross the cafeteria with her tray, setting it down opposite a more familiar redhead as she slid into her seat. "What are we going to do about Rosenberg? Because I noticed you didn't answer me when I asked this morning…"

A sinister smile spread across Cordelia's face and suddenly Harmony felt very much afraid. "A hundred bucks says you can't bring her up to our standards."

Harmony blinked. That wasn't what she'd been expecting at all. "What, you mean like _She's All That_? Turn the nerd into a popular girl and all that?" Cordelia nodded, and the blonde glanced back over her shoulder at where the girl in question was eating lunch with her cousin. While Rosenberg looked like less of a hot mess than usual today, that didn't necessarily mean anything. And it was Rosenberg. "Two hundred. I mean, have you seen what I'm working with here?"

"Deal."

"Moving on, since I know you're gonna want to fangirl… did you see the news this morning? Black Cat and her harem of Spider-Girlfriends took down a drug dealer and found something that got SHIELD called in…"

* * *

Across the cafeteria, Willow shuddered. Looking up from her three supposed 'barbecue rib' sandwiches, Michelle gave her fellow redhead a concerned look. "Will? You okay?"

"I felt a great disturbance in the Force. As if millions of voices suddenly cried out in terror, and were suddenly silenced." After a few seconds, Willow pointed her fork at Michelle. "By the way, I know what you're thinking. And… no way, José. Err, Josefa. Josefina?"

Michelle did her best to look innocent. "I have no idea what you mean?"

Evidently Willow wasn't fooled. Probably because she knew Michelle inside and out. Well, a bit less on the outside these days, what with the changes and all, but she'd probably- "I'm not becoming a member of the Cordettes. I hate them. They hate me. There is a very mutual hatred going on, and I'm okay with that. And before you ask, Missy isn't a Cordette and so I'm totally okay with what happened there."

"You really like bringing that up, don't you?"

"Please, I remember how much you and Jesse talked about the cheerleaders. Do you really think I'm going to pass up a single chance to rub in that I was the first to kiss one?"

"…how very Cordelia of you, Willow. Are you sure you don't want to join the Cordettes with me? C'mon. You already spend enough time with them doing tutoring, and they're obviously rubbing off on you. Why not join up outright so you can enjoy all the perks?" Neither Michelle's words nor her best attempt at puppy dog eyes seemed to affect Willow, and she racked her brain for a new way to try and convince the redhead. "It'll be educational." That earned her a raised eyebrow and so Michelle pushed onward. "I mean, haven't you ever wondered what the other half actually does when they're not here at school? Mall crawling and makeovers and sleepovers and maybe another thing or two that also end in 'over'?"

Letting out a sigh, Willow let her fork drop onto her plate before burying her face in her hands. "You're going to keep nagging me until I agree, aren't you?"

"Resolve face."

"Fine. If only to stop you from trying to actually do my resolve face. You look like a constipated chipmunk when you do it…"

* * *

 _November 4, 2013  
_ _Sunnydale High School - Classroom  
_ _Sunnydale, California_

* * *

While there weren't assigned seats anymore by the time one got to high school, most of the students were creatures of habit enough to gravitate toward the same seats every time. That in turn meant that Michelle could largely control who she interacted with in class: nobody was going to try and evict the new girl from 'their' seat, at least on her first day, but that same possessiveness meant that the rest of the students would end up in the same seats they'd been in for the last two months. And so by carefully picking her seats, she managed to keep herself either near the Cordettes or at least away from some of the more infamous womanizers that Sunnydale High had to offer.

Or at least that held true through her first three periods.

"So, you're the new girl." Michelle looked up to find the seat in front of her occupied by a cute Latina rather than the socially awkward penguin she'd been anticipating. The girl was familiar and yet not: one of the cheerleaders, but not one of the Cordettes or a girl that the Cordettes had seen fit to introduce her to. Spinning all the way around to straddle the chair, the girl leaned forward and offered Michelle her hand. "Santana Lopez. Santana, Tana, Snixx all work for me. Is it true that you're a shapeshifter?"

Michelle nodded; after being forced into a public demonstration of her powers by Cordelia and repeating it for Harmony's amusement, there was no use in denying it. Reaching out to shake the girl's hand, Michelle shifted her skin tone to match Santana's. "Michelle Flaherty. No nicknames that I can think of."

There was a faint groan as someone threw themselves into the desk at her left. "That's so cool!" Michelle looked over and then jerked back a bit as she found herself uncomfortably close to another girl's face. The blonde newcomer offered up her hand too, grabbing Michelle's unoccupied hand and pumping it energetically. "I'm Brittany Pierce. Santana's biffle. You really should think about joining the cheerleading squad. Our softball team sucks."

"All the more reason for me to stick with softball. Maybe they'll suck less with me on the team." Although that wasn't likely, Michelle mused, considering she wasn't terribly good at baseball. She should probably start figuring out how to live up to that part of her lie, just in case she was still here come spring. "Besides, I don't know anything about cheerleading."

"Look at some of the girls you've already met who are on our squad. It's obviously not rocket surgery." Brittany shrugged before leaning back and settling into her seat. "Besides, there's at least one perk to being a cheerleader." Michelle raised an eyebrow curiously. "Something like twenty-five percent of cheerleaders experiment with other girls during high school. Number goes up to one in three in college."

Michelle's jaw dropped.

"FYI: I've got the most accurate gaydar in Sunnydale. So… just putting that out there. Figured it might be relevant to your interests."

* * *

 _November 4, 2013  
_ _Sunnydale High School - Hallway  
_ _Sunnydale, California_

* * *

"So, baseball and softball, huh?"

Jumping slightly at the unexpected voice, Michelle finished stuffing her textbooks into her locker before turning to face the girl who was easily the second prettiest on the varsity cheerleading squad. A girl she'd spent enough time admiring in the past to be able to imitate. A girl… whose last name she hadn't even known until Cordelia had introduced them. God. How lame was she? Pushing that from her mind, Michelle forced a smile. "Hey, Gwen. Uh, that's not a problem, is it? You didn't get hit in the head by a softball in gym class or something, did you?"

Gwen laughed at that, moving to lean against the locker to Michelle's right. "No, just wondering if you liked any other sports or were only into baseball because of your uncle. Football… basketball… hockey maybe..?"

"Um…" Michelle found herself between a rock and a hard place as she debated her answer; while she was far from a sports fanatic, she knew enough about baseball to support her cover story as a softball player - unless she was actually asked to join the softball team, that was - and a passable amount about football and hockey as well. But was Gwen actually curious, perhaps even sharing such interests herself? Or was there an ulterior motive behind this line of questioning? Finally, the redhead decided to just go ahead and risk it. "I went to a few Rangers and Islanders games back home in New York. They were pretty cool. Football's not bad. Basketball's kinda boring to me but people say the same thing about baseball, so eh. Why?"

Looking both ways, Gwen lifted the flap of her messenger bag to show off a collection of colorful pins bearing sports team logos. "I'm a bit of a sports nut. My parents are like, stuck in the Fifties and still think that girls playing sports isn't 'ladylike'. Joined the cheerleading squad because it was the closest I could get to sports and, well, it doesn't exactly hurt my popularity either."

As she let out a laugh at the blonde's comment, Michelle made a mental note to look up a bit of information on New York sports teams and then check to see if Willow or Cordelia felt they should care about that new nugget of fictional background information. Then she realized that she was being given the perfect opportunity to make a non-Harmony friend among the Cordettes… an exceptionally pretty non-Harmony friend, even… and she sure as hell was going to take it. "You know, you should come over after school one of these days. The Rosenbergs have the super duper DirecTV package. If it's got YES and SNY, it's gotta have channels that show your favorite teams."

Gwen perked up at that, offering Michelle a smile that quickly faded. "If Willow lets me come over, you mean. I'd understand if she didn't; we haven't exactly been nice to her over the years." Pulling a scrap of paper out of her pocket, she nibbled her lower lip uncertainly before shoving it into Michelle's hand. "I never really understood what Cordelia's problem with her was, to be honest. If she's willing to let me, though, I'd like to try turning over a new leaf with Willow. If not… I wrote down my Facebook, Skype account, and phone number. And of course we'll see each other around."

Tucking the paper into her pocket, Michelle nodded. "I'll talk to her. And Willow's got a spare computer she was talking about setting up in my room. Until then, I have my iPhone. Talking to new friends from school. There's an app for that." Suddenly, something tugged at her pants and Michelle looked down to see the change in her pocket straining outward, tugging towards… Cordelia? The green-haired girl was staring at them with arms crossed under her breasts, tapping her foot impatiently. Then someone cut past in front of Cordelia, instantly pulling Michelle's attention away from the visibly irritated cheerleader. "Gwen! Do you know who that is?"

"Who?" Glancing over at the blonde, Michelle nodded in the mysterious brunette's direction, Gwen following her gaze before humming softly. "I… do not. She's the girl who was watching over my shoulder this morning, right? I thought maybe you knew her, except obviously that's stupid because today is your first day here. God, way to be blonde, Gwen. But no, I don't. She's pretty eye-catching through, if you're into that sort of thing. Well, one of a few sorts of things, really."

Nodding along as she followed the girl with her eyes, Michelle furrowed her brow and made an inquisitive noise at that. "Wait, what sorts of things?"

"Well if she's not the tallest girl in school, she's gotta be close. And that's in flats; I can't even imagine what she's like when she dresses up. Or there's the fact that she looks like she could bench press me for fun." Gwen chuckled softly, drawing Michelle's attention back to her as the blonde brought her hands up to pantomime… "Personally, I'm pretty sure you're more interested in the fact that she has breasts the size of your head. Oh, and pro tip: if you're gonna drool over another girl? Don't do it literally."

"I did not drool in your cleavage."

"Yes, you did."

"Lies and slander."

"I took a selfie before I wiped it off if you really want me to prove it…"

"I mean, if you want to send me a copy of that to prove it…" Michelle winked playfully, making Gwen giggle, and then shook her head. "But no, while I appreciate the mystery girl's… huge tracts of land… I'm more interested in the fact that she's not human." Gwen instantly sobered, staring at Michelle with wide eyes. "I don't know what she is, but she made a comment that makes me think she might be the same thing as whatever Thor and his friends are. Gods. Aliens. Whatever. So now I want to know what she is, and how long she's been running around your school."

Looking from Michelle to the girl's retreating back as she wandered off down the hallway and then back, Gwen shook her head slowly. "…and of course, everything had to go and get weird on me again. Damn it. Can we just like, pretend you're into her for her breasts or something? I'm still trying to process that magic is real, I'm not ready to tackle that one of my classmates is a goddess."

Yeah, that was fair. Even with an eight hour head start, Michelle wasn't doing much better on that front. Then came another, harsher tug on her pocket followed by the sound of Cordelia clearing her through excessively loudly. "Well, as much as I want to chase her down and start asking questions, it'll have to wait until tomorrow. Mostly because I think my ride's going to leave me if I keep her waiting any longer."

"You know, all the other girls want to be her best friend but if it's anything like being on the squad with her…" Gwen glanced over at where Cordelia had given up waiting and was stalking down the hallway towards the doors. "I'll pass."

Michelle chuckled, slamming her locker shut and swinging her backpack back up onto her shoulder. "You're evidently a smarter girl than I am, Gwen. Much smarter."


	10. Chapter 10

Joe's Note: Wow. That was a bit of a change from last time, wasn't it? But after talking it over with my beta, we agreed it was a good way to deal with the 'not enough shifting' problem within the story. As for the reaction of her peers? Well, I went straight to the source and asked the horse. The Starbucks I spend a good amount of time writing at is frequented by most of the cheerleading squad from the nearby high school. Thanks to boyfriends dragging them to _X-Men: Apocalypse_ \- or seeing it and preceding movies on their own because they wanted to - most of them knew who Mystique was. Out of the two dozen girls I asked, over three-quarters said that their main reaction to finding out a teammate was Mystique would be jealousy first and foremost, followed by a healthy dose of curiosity. Maybe - as I posit later in the story - it's because they're too short-sighted to think of their peers using such power in the same was as the adult Mystique of the older _X-Men_ movies. Or perhaps the average high school cheerleader is truly so vapid that they would only want to use such a power for simple cosmetic changes, and therefore honestly believe that's all a friend would use it for too. I didn't have time to conduct thorough interviews, so details like that are left to the imagination, but it did give me somewhere to start when it came to the Cordettes.  
Dedications & Thanks: To Nicholas, Alexander, Howard, MJ, Daniel, Christopher, Kentucky Fried Dragon, Joseph, mpop, RileyWestfall, bloodylord, Luke, Zachary, Marc, Ziryo, Elliot, Crusifikz70, Timothy, Leigh, Jason, Chris, George, Koby, Ken, Thyatira, William, Invernos, Paul, Pat, Warren, Mitch, and Jess for sponsoring me on , and making it easier for me to spend more of my time writing.

* * *

 _November 6, 2013  
_ _Paseo Nuevo Shops & Restaurants - Jekyll & Hide  
_ _Sunnydale, California_

* * *

Tearing her gaze away from Jekyll & Hide's storefront, Willow tugged impatiently at the suddenly reluctant Harmony's wrist. "C'mon, Harmony. Sooner we get this over with, the sooner you can get back to… whoever it is you're doing this afternoon." Letting out a little gasp, she brought her free hand up to her mouth as she looked back at Harmony. "Oh, I'm sorry. Did I say whoever? I meant… no, I meant whoever."

Harmony scoffed and then Willow stumbled forward a step as her companion kicked the back of her leg. "Funny. Especially coming from a girl who went through how many sex partners on Halloween?"

"Fewer than you go through in the locker room after an away game?" Spinning around, Willow took a moment to laugh at the dumbfounded look on Harmony's face before grabbing the blonde's other wrist and pulling her along as she walked backward into the store. This 'saying what she actually thought' thing was turning out to be a lot of fun. Almost - but not quite - as much fun as her new 'not caring what other people think' thing. "What, were you expecting me to stammer or deny it or something? I'm pretty sure the entire damn school knows what happened on Halloween. I've had more guys come up to me in the hallways 'just to say hi' in the last four days than the entire rest of my educational experience combined. A few girls, too. Speaking of which, how's Missy doing?"

Leaning backwards, Harmony tried to dig in her heels only to find herself skidding forward as her heels failed to find traction. "Don't know, don't care. She's not a Cordette and even if she was, I wouldn't want to know about what she got up to with girls. Especially you."

Willow paused in her efforts as she pondered that one before shrugging it off. "I'd say don't knock me till you try me, but I don't feel like getting three venereal diseases found only in sharks." That one earned her a blank look, and she sighed. "It's from _Saturday Night Live_. Humor a bit more intellectual than reading two lines of text bracketing a picture of a penguin or velociraptor; I'm not surprised you don't know what it is." Giving up, Willow released Harmony's arms and turned her back on the blonde. "Listen, I'm going in there one way or another. Cordelia wants me to meet her standards, so I'm taking the Aura-slash-Janet-slash-Michelle route and making myself unique and collectible." Actually, the combined analytics from her MyGirlFund sales and Tumblr post reblogs were guiding her towards more leather as opposed to any other way of fleshing out her 'fun' wardrobe, but Harmony didn't need to know that. "Like I said, you hate me and I hate you. The sooner this is done, the sooner you can ditch me."

There was a sigh and then Harmony pressed against Willow's back, urging her forward. "Fine. But you're getting some clothes made of non-animal fabrics too. Other than any socks or underwear you buy today. Girls can't live on leather alone." Well technically she'd be living 'in' it, not 'on' it… but meh. Semantics.

As she followed Harmony into Jekyll & Hide, Willow's eyes began to flit back and forth as she cataloged the incredible variety of items available for sale. While she'd grown beyond her childish view of leather being restricted to pants, skirts, and maybe bikers' vests some time ago, even she was a bit surprised at the variety of clothing the store had brought to the perpetually bourgeois Sunnydale. Half a dozen different styles of pants, shorts so short that her butt felt chilly just looking at them, skirts ranging from conservative ankle-length affairs to shorter than even Harmony would likely wear, what looked like entire business suits made out of leather, and… Willow felt a soft blush spreading over her cheeks as her eyes landed on the lingerie section. Yeah, she'd stick to her existing collection there. Intriguing to be sure, but not quite for her.

Where else should she stick to her existing look, though? Loathe as Willow was to admit it, she kinda had to side with Harmony… Queen of Dead Cows wasn't quite what she had in mind for her makeover. Perhaps then the Princess of Dead Cows? Have leather be a significant portion of her new wardrobe, but not to the point that she looked like a walking billboard for this store? It'd certainly be different. New. Fresh. Completely the opposite of the Willow who had failed socially in every possible way. Definitely more interesting and exotic than the handful of outfits she'd been planning to retain out of her existing wardrobe. And the look on Cordelia's face come tomorrow morning would be priceless…

As she stood there debating the future of her wardrobe, a soft cough to her right made Willow squeak in surprise, whirling to find an amused-looking brunette in a black leather dress staring at her. Unlike most stores, the saleswoman's name tag was on a lanyard around her neck rather than pinned to her clothes… which made sense, since poking holes in leather clothes day in and day out probably wasn't good for them. "Hi. I'm Elle and you're incredibly out of your depth."

"Actually, my name is Willow." Willow paused and blinked a few times as she processed that particular comeback; had she just made a Dad Joke by accident? Yup, she was a nerd. "And… kinda. I'm thinking of giving myself a near total style makeover, but Harmony's not exactly into leather and so she's about as useful as a screen door on a submarine."

"I can hear you, you know!"

"I've done lots of reading online, but theory and practice are two totally different things…" Willow trailed off, figuring she should wrap things up so that Elle could get a word in edgewise. "But that's probably why they pay you, right? To help?"

Elle laughed before reaching out to pat her on the shoulder. "Exactly. I'm here to get you from this…" Sliding her hand down, the brunette tugged on the sleeve of Willow's plain white blouse before spreading her arms and gesturing to the clothes around them. "…to this. Now, first things first. Are you Muslim or Hindu?" Willow shook her head. "Okay, good. Muslims can't wear pigskin leather and Hindus are against cow leather, so if you were either, we'd have to watch what you buy. Jewish?" That got a nod. "Okay, so then you're allowed to buy whatever you want but you shouldn't wear leather footwear on Yom Kippur, Tisha B'Av, or if someone you know dies and you're in morning. I assume you know why; I'm just regurgitating what was on the training video. But other than that, you're good. Moving on, is anything catching your eye? I'm here to help, not treat you like a Barbie doll and dress you the way that I think you should dress. Unless that's your thing…"

Despite her better judgement, Willow raised an eyebrow at that. "And if it is my thing?"

After looking her up and down speculatively, Elle offered a faint shrug. "I've never had a submissive come to me and ask for that, but I suppose it's just like anything else: I charge by the hour for the pleasure of my 'company'. You're adorable, though, so I'd give you a discount."

"Wait, you're a-"

"Yeah. Got a part-time job here because I get a hefty discount and I can finally write off all my leather as a work expense. The IRS just assumes it's for this job and not my night job."

Coughing loudly to get their attention, Harmony gestured back at the store's entrance. "Since I'm pretty sure that Willow is a few seconds away from accidentally making an indecent proposal and I'm not sure whether or not hearing it would make me an accessory to solicitation… I'm out. Willow, feel free to indulge in your love of all things made of dead animal skin until… oh, that's right, the cows can't come home anymore. They've been turned into pants." Elle let out a snort of laughter at that one, making Harmony preen at her wittiness for a few seconds before continuing. "I'm going to go buy you some normal people tops to pair with your dead cow bottoms, some tights, definitely some makeup, and a few other things that you'll need to look presentable. Kay?"

Hmm. Rock and a hard place there. On the plus side, it meant getting rid of Harmony. On the other hand, it meant that Willow was putting her faith in the blonde when it came to part of her new wardrobe and Harmony had a distinctly different aesthetic than she did. Mehh. She could always return things if she had to, which wouldn't be hard because she had a feeling she'd be visiting the mall a lot more often in the future. "Fine. But keep the underwear to a minimum. I'm pretty well set in that… oh, don't look so shocked." Reaching up, Willow deftly popped the top two buttons on her blouse and then tugged it far enough to the side to show off her bright red bra strap. "Just because I don't let half the world see it like you do doesn't mean that I don't own it."

Harmony let out a soft snort before shaking her head in amusement. "And here I thought Halloween was a fluke. There may be hope for you yet. Fine. But if I see something really cute in a color that'll look good on you, I might grab it anyway." Since despite her jabs, Willow was pretty sure that Harmony's idea of 'cute' underwear was pretty close to her viewers' preferences for her cam show attire? She'd allow it. "32B, small panties, size small shirts, reds and purples for the most part?"

"Jewel tones preferably. Red, purple, maybe some blue. And black is fine, obviously. No white, though." Frowning, Willow rewound the conversation a bit further in her head. Something from Harmony's ramble was bugging her, but she couldn't figure out… oh! "But I don't need you to buy me makeup. Just because I don't wear it often doesn't mean I don't own any."

Harmony just rolled her eyes in response. "Good for you. Maybe if you'd told me that earlier, we could have stopped at your house so I could see what you do and don't need. Now I'm going to have to buy you everything just in case." Or they could go back to her house after this, drop off her new clothes, Harmony could inspect her makeup, and then-

But before Willow could share that idea, Harmony turned and wandered off. Sighing, the redhead turned to Elle. "Right then. Maybe we should start with pants and then branch out into skirts? I'll need something to go with the shirts Harmony is evidently buying me and out of what I'm keeping from my old wardrobe, I've definitely got more skirts than pants…"

* * *

 _November 6, 2013  
_ _Rosenberg Household - Living Room  
_ _Sunnydale, California_

* * *

"Jesus Christ, it's a Lion! Get in the…" Gwen trailed off as three white-clad players converged on the Denver quarterback and then began cackling as the sack caused Tebow to fumble the ball, one of the Detroit players recovering it and running all the way back up the field for a touchdown. "God, I figured he sucked after even the Patriots didn't want him this season but Jesus. What was that, the third sack on him of the game?"

Blowing a strand of Honolulu Blue hair out of her face, Michelle pondered that for a moment before correcting the blonde. "Fourth sack, second fumble. He recovered the first one, though. You're right, though. I always heard people talk about him like he was going to be the next Aaron Rodgers or Tom Brady, but he's going down faster than Harmony on a first date." In the midst of taking a sip from one of two straws they'd stuck into a two-liter bottle of Diet Pepsi, Gwen abruptly snorted soda out of her nose, following up with a series of noises halfway between coughing and laughter. "Thank you, thank you, I'll be here all week. Tip your waiter and the veal."

Gwen could only glare as she took several deep breaths, trying to fill her poor abused lungs. Just as she was finally recovering, the obnoxiously loud squeal of tires made the blonde look back over her shoulder and wince. "Speak of the devil. Sounds like Harmony's back with Willow. And not any better at driving than when I rode with her. Considering your cousin thought Cordelia was horrible behind the wheel… prepare for a green geek in five… four… three… two…" The door burst open and Willow bolted past, dropping a pile of bags at the foot of the stairs as she raced up them, disappearing from sight. A few moments later, loud retching reached their ears. "And this is why I never accept rides from Harmony. Well, anymore."

Another retch came a moment later and Michelle shuddered, looking for something to distract the two of them from Willow's gastronomic distress. Her gaze landed on the pile of bags at the foot of the stairs, most of which bore an unfamiliar logo and the words 'Jekyll & Hide' in flowing script. "Hey, let's see what she bought."

"Aww…" Latching on to Michelle's arm, Gwen offered up her best puppy dog eyes. "Can't it wait? I want to see how the game ends."

Hmm. Clothes or football? Football or clothes? What still remained of the boy inside her screamed football, even though she knew that logically a 'real' teenage girl would probably be more interested in the clothes. Then again, Gwen was a real girl and wanted to watch the football game… "Gwen, it's a rerun of two-year-old game. Hence the program being called ' _NFL Replay_ '. You already know how it ends: Detroit beats Denver by like, forty-five to ten or something."

Gwen sighed loudly. "Yeah, yeah. Can you really blame me for wanting to watch reruns of the Lions winning, though? It's not like it happens very often."

"Seriously, though? You're not at all curious about what Harmony managed to talk 'the softer side of Sears' into buying during their happy fun mall adventure time?" Michelle bit her lip as Gwen contemplated that for a moment and then a snicker escaped as the blonde jumped up off the couch, dropping the remote on her vacated cushion before racing over to investigate Willow's abandoned bags. Rising, Michelle followed at a more sedate pace, raising an eyebrow as Gwen quickly separated the bags into four neat piles. "Is this how snooping works out here in California? Because out in New York, it usually involves more-"

Picking up two of the piles, Gwen nodded towards the stairs. "Why snoop when you can snoop and earn brownie points with someone who's still not sure whether or not they like you? We carry the bags upstairs for Willow, help her unpack them, and we get to see what she bought while helping her out because she's sick. Win-win."

How very Machiavellian of her. Michelle shook her head as she grabbed her assigned bags and led Gwen up the stairs towards Willow's room. And here she'd thought it was just a Cordelia thing. Nope. Evidently it was a cheerleader thing. And she was allowing herself to be surrounded by them. Wonderful. Wait. Since when did she know the word 'Machiavellian', much less what it meant and when it applied to people? A remnant of Halloween, presumably, but… in that case, what else was floating around in her head, waiting for an excuse to make itself known?

By the time Willow finally emerged from the bathroom, a disgruntled look on her face and smelling like she'd chugged an entire bottle of mouthwash, Michelle and Gwen had managed to unpack all of the bags, clip tags, and separate the clothes into piles on the bed based on where Michelle guessed they might get stashed in Willow's room. The redhead stood there in the doorway, staring at them uncertainly, only to scowl as Michelle held up an ankle-length black leather skirt and raised an eyebrow inquiringly. "What?"

"Aunt Sheila is going to have a cow when she sees this." Michelle looked back over her shoulder at the bed and then amended her statement. "Well, assuming there are any cows left to be had. I think you and Harmony bought them all." The look she got for that could have peeled paint, but Michelle couldn't help herself. "Hey, you brought this on yourself. There's no reason to get all… moo-dy. Give me a second to think of another one; at this point, I bet you've… herd… them all."

Willow rolled her eyes before stalking forward, snatching the skirt away from Michelle and tossing it back onto the bed. "Funny. Not. Now, is there a reason you're up here bothering me instead of being downstairs doing… whatever you were doing when I got home? And why the hell do you have blue hair all of a sudden? A really ugly blue at that?"

Looking back and forth between the two of them, Gwen raised her hand hesitantly. "Err, my fault on both counts. We were watching the Detroit at Denver game and I saw a few fans in the crowd with dyed hair. Made me wonder if Michelle could turn hers colors like that, or if she was limited to 'real' hair colors. Now we know. And I thought you might like it if we helped you out because you weren't feeling well. Sorry?"

"Oh. Thanks." Wandering over to her dresser, Willow pulled one of the drawers all the way out and then dumped the contents onto the floor. "Well, if the two of you want to help, you can keep doing what you're doing while I go through my existing clothes and decide what's staying and what's going." Dropping the emptied drawer on the bed, Willow frowned and then looked over at her computer. "We might need to look up Leather Care 101 first, though. I just realized that I forgot to ask Elle a few important things. Like whether or not you can leave leather folded up in a drawer for days and days. I might have a mostly closet-based wardrobe now."

Gwen took a moment to glance down at herself, tugging gently on the hem of her own skirt before offering Willow a helpless shrug. "Sorry, you're on your own there. I'm not really a pants person, much less a leather pants person. So this whole leather thing is new to you? Not a secret side of Willow that you've hidden from all of us at school?"

Nodding, Willow made her way back over to the dresser and started dumping out the contents of the rest of her drawers, setting them down on any flat space she could find as she worked. "Yeah. Cordelia bet Harmony that she couldn't bring me up to 'her standards', which meant either blonde prep or special little snowflake. So I decided to go with Option B, and decided to flesh out the 'No More Miss Nice Nerd' section of my wardrobe since I couldn't really think of anyone at school who wears much in the way of leather." When she reached her underwear drawer, she opened it and stared at the contents for a moment before opting against dumping it. Instead, she pulled out what Michelle thought was probably the sexiest of the bras she'd found during her snooping that fateful morning, holding it up so that Gwen could see. "On the other hand, what you and the other Cordettes don't know about me could probably fill one of Cordelia's new bras."

"Huh. Yeah, I'm starting to see that. And good one. We'll make a Cordette out of you yet."

"…oh boy. Just what I never wanted out of life." Willow tossed the bra back into the drawer and nudged it shut with her hip before making her way over to stand next to Michelle. Leaning in, she rested her cheek on the blue-haired girl's shoulder before lowering her voice as she whispered into Michelle's ear. "If I hadn't just thrown up everything I've eaten in the last month, I'd probably be upset that Blondie over there is costing me valuable sex time."

These days, Michelle wouldn't be surprised to find out that Willow hated school for costing her valuable sex time. While sharing a house with a sex-crazed friend with benefits sounded awesome in theory, it wasn't nearly as much fun in reality. Well, the sex still felt good, obviously, and it wasn't technically boring because they were trying new things constantly. But at the same time, it was already starting to get… mundane? It felt like a chore, almost. That, and despite Willow's repeated insistence that the form she wore to school should be 'just an outfit' to her, the fact that Willow seemed equally cool toward both her preferred form and her natural appearance was starting to eat at Michelle. She couldn't even say that she felt like Harmony at this point because unlike her, people seemed to actually want to have sex with the blonde.

But while she wasn't adverse to hopping the fence in pursuit of greener grass, Michelle had no interest in going from some bland but pleasant enough grass to a sprawling hardscape. Which was to say that while she was definitely going to be on the lookout for a real relationship, Willow's attention was better than no attention at all.

For now.

After another week or two of sex overload, she might have a different opinion on the matter.

* * *

 _November 8, 2013  
_ _Pierce Household - Brittany's Bedroom  
_ _Sunnydale, California_

* * *

Thanks to her powers, Brittany knew something was wrong the moment she woke up. Opening her eyes, she met the amused brown gaze of her girlfriend. "…you're not just a telepath, you're a really light sleeper. How the hell did she-"

"I let her. You earned it." Santana rolled her eyes as Brittany sat up, the blonde shooting her an offended look as she crossed her arms over her chest. "What? Don't look at me like that. You broke into her house, stripped her, and wrote on her. You totally deserved this, Brittany. Actually? Now that I think about it, you probably deserve something worse. Fox still has writing on her back. Your hair will be back to normal a few seconds after you're done being indignant."

Brittany let out an affronted huff as she reached up and ran a hand over the peach fuzz that remained on her head. It was remarkably even for a prank haircut, almost professionally so. While buzz cuts didn't exactly require skill to pull off, there was still plenty that could go wrong along the way… as she had found out firsthand back when she first began experimenting with her mutation. "So what, did you just lay there and watch her do it or something? Because this must have taken her a while. Relatively speaking. It's not like a, vwoop, dragged the clippers over your head to fuck your hair up and then bolted sort of thing."

Rolling onto her back, Santana stretched languidly before sitting up and wobbling one hand from side to side. "It took her about ten minutes from start to finish; I probably could have done it in a third of the time but I've had practice with you. I woke up the second she entered the room and almost brained her with one of your cheerleading trophies. Calmed down, she explained why she was there, I went and got a drink of water while she worked." That earned her a renewed glare from Brittany but Santana just waved it off. "Like I said, you deserved it. Oh, and I made her clean up after herself so neither of us woke up with a face full of dead hair. That was nice of me, right?"

"You are quite possibly the worst girlfriend in the history of girlfriends." Brittany huffed again, reaching out to swat Santana's shoulder before sliding out of bed and walking over to stare at the mirror perched atop her dresser. Ugh. Some girls looked good with short hair… but she was not one of those girls. Scrunching up her brow in concentration, she watched as her hair slowly but surely grew back out to the same length it had been before Fox's nocturnal visit. Brittany reached up and ran her fingers through it before pausing and letting out a wry chuckle as she realized that she'd fucked up: caught up in thoughts about Fox and Widowness, she'd accidentally regrown her hair in Natasha's color. Meeting Santana's gaze in the mirror, she tilted her head to the side. "What do you think? Red seems to be in these days…"

Santana hummed thoughtfully as she rolled out of bed, making her way over to hug Brittany from behind and rest her chin on the taller girl's shoulder. "I think… that your mom is nice enough to look the other way about your 'best friend' continuing to sleep over even though she knows we're dating. Let's not test that goodwill with a 'late night dye party', hmm?"

Fair enough. Although that reminded Brittany, she really did need to figure out how to come out of that other closet one of these days. To her parents first, unlike with her sexuality, and then to the world as a whole. Because with Michelle running around school looking different on a daily basis, the time was ripe for Brittany to embrace her inner awesomeness and begin exploiting her own abilities for social gain…

* * *

 _November 8, 2013  
_ _Sunnydale High School - Hallway  
_ _Sunnydale, California_

* * *

"So, what are you?"

"Excuse me?"

After explaining the true nature of her 'obsession' to Harmony and Cordelia, Michelle had sat down with the pair and Gwen to try and figure out how to handle the matter. After the better part of a week, the four of them had come up with… exactly nothing. Nobody even knew the girl's name, much less the slightest detail about her. They couldn't waylay her between classes that she didn't go to, or on a walk home that she didn't seem to make. As far as anyone could figure out, she just appeared at school each morning and lingered there all day before disappearing as suddenly as she'd appeared. And so in the end, Michelle had decided - over Cordelia's protestations - to go with the direct approach: corner her at school and just ask for answers. "You don't actually go to class, nobody knows who you are, you're strangely antisocial for someone who spends most of her time hanging around groups of people… and oh yeah, I heard your comment about 'Göndul' and 'Amora' on Monday. So… what are you? Any why are you here, seeing as how you clearly have no idea how infiltration is supposed to work?"

Directly in her mysterious quarry's presence for the first time, Michelle took a moment to look the girl up and down even as the statuesque brunette returned the favor and eyed her appraisingly. Gwen hadn't been wrong in saying… well, any of the things she'd said about the girl, really. But the first thing to jump out at Michelle was the girl's height: she really was fucking massive. Easily over six feet, which was something no other girl at Sunnydale High - or at least none that Michelle were aware of - could claim. She was also quite possibly the most muscular woman that Michelle had met in real life; her heavily corded biceps were almost as thick as Willow's thighs. Not quite the size of Michelle's thighs, at least not after the improvements the redhead had made to differentiate herself from Willow. The girl's skin was pale and flawless like Willow's, setting off clear blue eyes and chocolate brown hair that had been pulled back into a single thick plait. There were also the girl's… huge tracts of lands… straining at the neckline of a cardinal red tank top, but Michelle tried to avoid looking at those too much. According to pretty much everyone, she was about as subtle as a tank when it came to such things…

Finishing her inspection, Michelle let her gaze wander upward to meet the girl's blue eyes… which continued to stare at her impassively for long enough that the redhead started to squirm uncomfortably. Finally, the corner of the brunette's mouth quirked upward. "Mæja." What? "My name is Mæja. Mæja Mæjannujardóttir. And in my defense, valkyries generally aren't asked to infiltrate anything but the Allfather wanted to know more about the magic that Heimdallr sensed coming from your town on Alfablót. I was picked over the dedicated spies of the Allfather's retinue because I'm both a seiðkona and passing familiar with Midgard."

"A what?"

"A seiðkona. A… witch, I suppose you'd call them."

"Oh." Michelle found herself nibbling on her lower lip uncertainly as she mentally skipped forward a good five to ten minutes in the conversation she'd rehearsed in her head. She'd been anticipating denials or lies or something other than just 'hi, yes, I'm exactly what you suspected I am'. Not getting that left her… she wasn't sure where, to be honest. "I'm not sure where to go from here. You're being a lot more honest than any of us expected you to be. Most of the conversation I prepared involved a mixture of arguing and threatening-slash-blackmailing."

Mæja offered a faint smile at that, pushing off the locker that Michelle had found her leaning against hard enough to make the metal groan in protest. "Why wouldn't I be honest with you? After all, you're part of the reason I'm here." Reaching out, she wrapped a muscular arm around the smaller girl's waist and pulled a stunned Michelle along beside her as she began walking down the hallway. "I've been watching you just as closely as you've been watching me, Michelle. You, Cordelia, Willow, Janet, Aphrodesia, Harmony, Fox, Brittany, close to two dozen others in this school alone… you all carry the taint of Janus's magic upon you and therefore are connected to what Heimdallr felt. How could I possibly expect you to give me the answers to my questions if I'm not willing to give you the answers to your questions?" So quid pro quo, then. Fair enough. Michelle paused, cocking her head to the side. Since when did she use 'quid pro quo'? Since when did she even know what it meant? Since Halloween, presumably, but… ugh. It was still weird. "That said, I'll admit that I'd be more receptive to your questions than your friends'. After all, I haven't met another shapeshifter since I arrived in Asgard over a century ago."

If possible, Michelle's eyes got even wider at Mæja's words. "Another shapeshifter? You're saying that you're like me, then?"

"Only in the most superficial sense, really. From what I've seen of you showing off around school, your abilities put mine to shame in most ways." Mæja shot a glance back over her left shoulder and when she turned back to Michelle, her face was bisected. The right half remained normal, with one blue eye and skin pale enough to rival Willow's, while the left was a color closer to Santana's and riddled with cracks that allowed a glowing substance reminiscent of lava to peek through. "I'm what you Midgardians would call an eldjötunn… a fire giant."

The first thing to come to Michelle's mind was wholly irreverent and yet she couldn't stop it from escaping her lips. "I may be better at shapeshifting, but I feel like I'll never be as hot as you…"


	11. Chapter 11

Joe's Note: With me splitting chapters left and right to help make room to explore subplots that I'm surprised nobody called me on neglecting or outright ignoring in the original version, this chapter contains pieces of… I think like, Chapter 8 from _Blue Belle_? Maybe Chapter 9? Not sure. Over half of the word count is new and original content, though, with 2,200 of the 2,900 remaining words being significantly reworked to better match what I hope will be a significantly improved Emma/Jean romantic subplot. Which should go a long way to quelling some of my personal discontent regarding _Blue Belle_ ; that romance in particular was one of those moments where I went and did something without planning and belatedly realized that the material before that point didn't really support what I want. Ah, well, the perks of rewriting things I guess. Fix the shit you didn't do right the first time so that you can do things even better down the line.  
Dedications & Thanks: To Nicholas, Alexander, Howard, Alonsis2, MJ, Christopher, Daniel, Fablesrogue, Morgan, Janne, DireSquirrel, Joseph, Jason, mpop, Riley, bloodylord, Luke, Crusifikz70, Zachary, Marc, Ziryo, Elliot, Timothy, Leigh, Chris, George, Koby, Dimitria, William, Stephane, Ken, Warren, Paul, Pat, Joel, Warren, Mitch, and Jess for sponsoring me on , and making it easier for me to spend more of my time writing.

* * *

 _November 8, 2013  
_ _Rosenberg Household - Living Room  
_ _Sunnydale, California_

* * *

Given that they'd settled into a happy routine over the past week or so, Willow had expected one of a few difference scenarios when she walked in the front door of her house. Michelle leaning against the bannister in her underwear as a silent invitation for Willow to follow her up to one of their rooms. Michelle sprawled out on her stomach on the couch with no pants on, kicking her legs idly as she watched television and waited for Willow to come home. Maybe even Michelle pouncing her and pinning her to the wall; she was getting better at taking initiative rather than needing Willow to constantly top from the bottom. Or given that today was the day that Michelle was planning to confront Tall Mystery Girl, perhaps the redhead discussing the encounter with Cordelia, Harmony, Gwen, or some combination thereof. What she found, however, couldn't even be considered the 'last thing she'd expected' because that would imply that at some point she'd considered the possibility that there would be a half-naked, eight foot tall, very strange-looking girl standing in her living room. Although she was half-naked, and so was Michelle… "So, is this your way of telling me that you've changed your mind about the whole threesome thing, or..?"

Blushing a darker shade of blue, Michelle batted at her companion's arm as the veritable giant of a girl chuckled softly, a sight that made Willow frown. Why was Michelle blue? Especially given that she was just as underdressed as their visitor? Hadn't they talked about that? "And here she didn't believe me when I told her that meek little Willow Rosenberg was secretly a raging nympho. Thanks for proving me right." That revelation made Willow's frown deepen; how was she supposed to find a permanent - or even temporary - replacement for Michelle when she was ready if everyone still thought she was the same old meek little Willow that she'd been before Halloween? "Anyway, if you haven't figured it out yet… meet Mæja the Mystery Girl. Mæja, this is Willow… which you already know because you've been creeping on her too."

Mæja rolled her eyes at that, crossing her arms over her chest defensively as she turned to face Willow. "I assure you that I haven't been 'creeping' on you, Willow. On the orders of the Allfather, I've been investigating you and Michelle along with all the others who were touched by the magic cast on Alfablót."

"As long as you do it looking like you do at school, you can creep on me all you want." Willow did her best to school her face into a suitably playful expression before shooting Mæja a wink, and was rewarded by the girl's face blushing a strange orangish-brown color. After all, irritation with her housemate aside, just because Michelle hadn't brought Mæja home with the intention of having a threesome didn't mean one couldn't be in her future if she played her cards right. But that could come after she got a few answers. Presumably Alfablót was the equivalent of Halloween amongst Mæja's people, but that still left Willow wondering… what exactly was the girl? Furrowing her brow, she looked Mæja up and down slowly, trying her best to focus on the less human aspects of the taller girl's appearance as opposed to the fact that she was half-naked and remarkably curvy. Business, then pleasure. While she definitely looked like a demon, Michelle would seem just as demonic to the uninformed and so that meant little in the grand scheme of things. Mæja was… large. Muscular. Vaguely fiery-looking. Combining that with the reference to an 'Allfather'… "Are you… a fire giant?"

"…I am. Among other things, including a seiðkona and a valkyrie." Mæja carefully lowered herself to sit in the middle of the couch, taking up not only the center cushion but half of the cushion on either side of her, and making the entire thing look like a child-sized piece of furniture in comparison to her oversized form. "You continue to impress me, Willow; I wasn't expecting a Midgardian to recognize me, or even know what an eldjötunn is for that matter."

"I aim to please. Just ask Michelle." As Michelle's blush darkened, Willow allowed her eyes to bounce back and forth between the two of them several times before finally settling on Mæja, looking the fire giant… no, eldjötunn… up and down slowly. "So, not that I'm unhappy to come home to this, because I'm not. But why are you two in your underwear in the middle of the living room? Did I miss a memo about it being Fuck Clothes Day or something?"

Making her way over to flop down in the nearby recliner, Michelle waved one hand over her very blue body. "I've never met another shapeshifter before and evidently I'm not like any of the shapeshifting races that she's met in the other eight realms, her own included. So we were both curious about the other's powers and, well, that's not the kind of thing that you play around with while fully clothed. Or at least you don't if you're me." Michelle crossed her arms over her chest and pouted as she nodded in Mæja's direction. "Turns out that's another way that Mæja and I are different."

Really? Because unless she was mistaken, Mæja was down to just her underwear as well… and then Willow realized something that promptly made her feel incredibly stupid. In her true form, the eldjötunn was close to two feet taller than the human façade that she wore around Sunnydale High, and was just plain bigger all over. The fact that she wasn't completely naked meant that either she had magic underwear capable of growing with her, or that her clothing was a part of her shift unlike Michelle. Fascinating. At the same time? While she didn't necessarily have a problem with girls going shirtless in her house, and would be down for joining them herself… "Just out of curiosity, can we either take this upstairs or back into normal human forms? My house may not be on Main Street or anything, but we get a decent amount of traffic and those windows don't have curtains. All we need is for one person to glance over as they drive past and suddenly there's a SWAT team at my house. Or possibly SHIELD or the Avengers."

While it was clear from Michelle's expression that she saw the hyperbolic excuse for exactly what it was - an excuse - she limited herself to a petulant scowl and a roll of her eyes before acceding to Willow's request. After a fashion; while she was willing to shift back into the form that she usually wore in public, she opted to forgo the chin-length hairstyle that she used at school in favor of the full-on, impractically long Merida mess that she knew Willow disdained, presumably as some form of silent rebellion. "There. That's the best you're getting out of me. This is supposedly my home, I should be allowed to be comfortable." Whatever. At least she was human-colored.

One down, one to go. Willow's gaze drifted over to where Mæja sat, watching intently as the eldjötunn shifted back into her human disguise. The process was definitely slower and seemed to take far more concentration than Michelle's transformations, which actually made sense once Willow thought about it. Given the marked difference in size between her true form and her human form, assuming of course that mass still had to be conserved? Mæja was simultaneously altering her physical appearance, her overall volume, and the density of at least some parts of her body, the last two to a degree that Michelle hadn't yet been able to match. And sure enough, her black bra and panties smoothly shrank alongside her body to maintain a proper fit, although whether that was part of Mæja's abilities or a quality inherent to her underwear remained a mystery. Michelle wasn't wrong, comparing and contrasting the two girls' abilities would indeed make for some fascinating experiments… but not in the living room.

Her concerns assuaged for the moment, Willow pulled her tank top up and over her head, dropping it onto the floor at her feet before stretching languidly. After all, she could hardly expect Mæja and Michelle to run around shirtless for her viewing pleasure if she wasn't willing to extend them the same courtesy, now could she? Making her way over to sit next to Mæja on the couch, she threw her legs across the brunette's lap before raising an eyebrow. "So, if I'm understanding things right… you're a fire giant who's also a valkyrie who's investigating what happened in Sunnydale on Halloween for Odin?"

"Verily. While those of us who move in certain circles are well aware of the magic users here on Midgard, the sheer magnitude of what Heimdallr sensed coming from your town got the Allfather's attention." Mæja eyed Willow's legs curiously for a few seconds before eventually shrugging and settling her hands atop Willow's leather-clad thighs. "Princess Thrúd was unable to get time off from her mortal guise's job and nobody in Asgard truly trusts Amora… for good reason, mind you. As one of only two seiðr-using valkyries familiar with Midgard, it therefore fell to me to investigate what had transpired and report back to the Allfather. Finding the taint of an Olympian hanging over your town was definitely unexpected, to say nothing of the results of the spell. Two of your classmates were possessed by the spirit of a singular woman, another was reunited with her long-dead grandmother, a third appears to have become host to the manifestation of an idea, and…" Trailing off, Mæja gestured to where Michelle had shifted to throw her legs over one arm of the recliner as she braided a section of hair just to the left of her face. "Well, you're familiar with one of the more interesting cases. Intimately so, it would appear."

Willow chuckled lowly at that, glancing over for a moment at where Michelle seemed to be pointedly ignoring the proceedings before returning her attention to Mæja. "You're not wrong there. Oh, and obviously you know that I'm another of the people who was affected by the spell on Halloween. If you're interested, I'd be very willing to let you conduct a… very detailed, in-depths examination of me. After all, I'm sure the Allfather would want your investigation to be as thorough as possible, right?"

Reaching over, Mæja fisted one hand in the waistband of Willow's pants and lifted the redhead up off the couch. From a position that provided little to no leverage, without any visible sign of strain. Impressive. Kinda arousing, too; she still wanted to try being a proper bottom at least once and who better to put her in her place than a super-strong fire giant? "While I'm not necessarily against the idea of enjoying a bit of merry sport with a pretty young woman… according to several of my past lovers, I tend to be a bit rougher in bed than most." Okay? And? Not doing anything to dampen her interest. "This came from fellow valkyries, who are easily as strong as I am. You, on the other hand, are a Midgardian. Surely you can understand my concern..?"

So in other words, Mæja was worried that she might wreck the bed… and possibly Willow herself. While full-on hip breaking snu-snu was a bit extreme even by the redhead's recently - and significantly - relaxed standards for bedroom behavior, what was life without a little risk? Surely she could impress the idea of a safeword upon Mæja and tap out if need be? Willow tapped her fingers against Mæja's wrist, waiting until the brunette dropped her back down onto the cushion before offering the girl a coquettish grin. "I'm friends with the Slayer; YOLO kinda comes with the territory." Moving closer, she threw a leg across Mæja's hips and straddled the girl's lap before chuckling at the confused expression on the brunette's face. "So, you're 'familiar' with Midgard but evidently not that familiar. YOLO means 'you only live once'. It's like 'carpe diem' but for stupid people."

"I feel like Sunnydale is the town that YOLO forgot." That drew Willow's attention away from Mæja and over to where Michelle was finishing up her work, securing the end of her braid with a hair tie before looking up to meet Willow's curious gaze. "You know, because of the vampirism? And occasionally necromancy and good old-fashioned mad science, like that thing with Chris's brother Daryl."

Fair enough. Willow turned her head back and forth, looking from Michelle to Mæja and back before finally letting her gaze settle on the redhead as she nodded in Mæja's direction. "I feel like I'm making some headway here. Should I be flirting for two, though, or are you planning to sit this one out? And before you answer, remember that this is literally an out of this world opportunity that you'll probably never get again."

Michelle opened her mouth to respond, paused, closed it, thought for a few more seconds, and then gave it another try. "I can barely keep up with you, and you want to know if I want to have a threesome with you and a fire giant who's worried that she'll break a human in bed? Pfft. Thanks but no thanks, Will. Although before you drag her upstairs… Mæja. We kinda got distracted before by each other's powers, and then Willow showed up. I'm going to go out on a limb and guess that you're more powerful than most of Earth's magic users, and probably have even more powerful friends. Janus's spell. Can it be reversed?"

While Willow had absolutely, positively no desire to go back to the shy, nervous, babbling wreck of a girl that she'd been before Halloween? She could understand why the idea would appeal to Michelle. Kinda. At the risk of sounding like a total bitch, now that she had the additional perspective and experience that her other self's memories provided? Xander wasn't much to write home about, either physically or in terms of his life. Michelle was much better off the way she was, in Willow's humble opinion… which was in no way influenced by the fact that she didn't want to lose her - currently only - sexual partner.

Mæja shook her head, causing Willow to let out a breath that she hadn't been aware she'd been holding. "No. While all magic alters reality to some degree, what Janus has done to you and the others is a foundational change that… no. Anyone on Asgard with the power and knowledge to do such a thing would refuse. And if they didn't, you would be a fool to trust them."

"Well fuck. Which means that if someone pops up offering to turn me back into who I was before this, they probably need to be slayed. Good to know." Shifting into a proper sitting position on the recliner, Michelle hopped to her feet and clapped her hands together. "And on that note? I've had a complete reversal of opinion because I suddenly find myself in desperate need of serious avoidance coping. So… how exactly is this going to work? Because not only is this my first threesome, but while it's pretty obvious at this point that Willow is down for the rough stuff? I'm a tiny bit more vanilla than her."

That made Willow peer back over her shoulder at Michelle with an incredulous look on her face. "I'm sorry, what? With some of the shit we've done together, I can confidently say that you're about as vanilla as that carton of chocolate ice cream in the freezer."

"Yes, and if I'm chocolate ice cream?" Michelle tossed her head, letting straight blonde hair ripple downward from her roots to her tips before shifting her face into what appeared to be a mix of Gwen, Harmony, and Aphrodesia. Considerate of her, Willow mused, especially given that at this point she was eager enough that she wouldn't have protested if Michelle turned into her identical twin sister. "You're like… chocolate fudge brownie ice cream with chocolate sauce on top. And chocolate sprinkles."

"…fair enough."

* * *

 _November 8, 2013  
_ _Chase Household - Kitchen  
_ _Sunnydale, California_

* * *

"So… you and a shapeshifter. Visiting Claire together. Anything you want to share with me, daughter dearest?"

Pausing in the kitchen doorway, Cordelia fixed two misspellings in her next text to Harmony before sending it off and looking back over her shoulder at where her mother was perched on a stool at the kitchen island, watching as one of the servants made dinner. "Wow, you almost sounded like a concerned parent there for a second. Are you feeling okay?"

Miriam Chase née Lockner looked up at the ceiling and mouthed a few silent words before making a beckoning gesture. Then came a sharp spike of pain in Cordelia's left ear as her three earrings decided to try and get up and go for a walk. Son of a… why couldn't they make attractive earrings for adults out of plastic? Gritting her teeth, Cordelia stalked over to the island to alleviate the pain, throwing herself onto the stool next to her mother. "Would you rather I be a helicopter mom? Harass you about where you're going when you want to leave the house? Tell you that your skirt is too short? Grill you over every charge that comes through on your credit card? Wave a paper copy of each month's phone bill in your face and demand that you tell me who each and every single non-Sunnydale number that you've called or texted belongs to?"

"Well no, but-"

"Good, because I don't want to be my mother either. That being said, I think I have a right to be concerned when I find out that my daughter is spending time with the right hand of a dangerous terrorist. Even if that terrorist is your grandfather. Especially because that terrorist is your grandfather; I know exactly how insane my old man is." The stool she was sitting on turned ninety degrees to the left and Cordelia found herself staring into a pair of green eyes identical to the ones she now possessed. "But that's neither here nor there, while someone actually is here. Why is Raven in Sunnydale, Cordelia?"

Attempting to turn and face forward again, Cordelia rolled her eyes as the stool once more rotated itself so she was facing her mother. "Maybe she likes the food at La Playa Azul as much as us?" Her mother just stared at her, completely unamused, until eventually Cordelia cracked with an exasperated sigh. "It's not Raven. Not exactly. The Raven we know is in either Los Angeles or Washington D.C. right now, pretending to be a senator. There was this whole magical 'turn people into their costume' thing on Halloween, and it turned someone I know who was lame enough to dress as a senator into a mini-Raven. A boy… into mini-Raven." Miriam's eyes widened in disbelief, making Cordelia snicker before nodding in confirmation. "Yeah. And to make things even worse, she has some of Raven's memories. Not sure how many, but enough to go from zero to action hero when I attacked her thinking she was Raven. So even if I didn't have a really good use for Michelle? I'd still need to be nice to her. Oh, and as long as we're talking about it? The whole Halloween magic thing is where my makeover came from. If you noticed. Or care."

Miriam continued to stare at Cordelia for a few more seconds before shaking her head, flicking her hand and turning Cordelia back around to stare at where Maria was preparing their dinner. "You know, I'm really starting to hate this God forsaken town. First it was a vampire attack while Melody and I were enjoying a girls' night out, and now this. I told Robert it was a bad idea to move to the Hellmouth, no matter how good a deal the house seemed at the time…"

…wait, what?

* * *

 _November 9, 2013  
_ _Xavier's School for Gifted Youngsters - Emma Frost's Office  
_ _Westchester, New York_

* * *

 _'If they ever make a movie about us, I hope it's while Lil Jon is still popular so he can do a song for the soundtrack.'_

 _'Pass. Not that I'm necessarily adverse to having some rap on the soundtrack of my life, but I'd prefer an artist with lyrics a tad classier than 'grab his dick, it's yours, bitch!'.'_

 _'…this is your completely unsubtle way of telling me to shield better when I have a song stuck in my head, isn't it?'_

 _'Perhaps. Speaking of having poor shielding, though…'_ The door in front of Jean Grey abruptly opened and the redhead stumbled forward a step before managing to release the doorknob still tightly grasped in her hand. Straightening up, she stifled a groan at the smirk Emma was shooting her way. _'Darling! So nice of you to… drop in.'_

Before Jean could even try and defend herself, five identically dressed blondes looked up from where they sat around the long wooden table that had somehow made its way into Emma's office since the redhead's last visit. _'You didn't really need the pause there, Mother. If Mom had fallen through the ceiling or something, then perhaps that sort of dry wit would be-'_

Emma let out a noisy sigh before rolling her eyes and gesturing for Jean to enter. _'Ah yes, children. Can't live with them, can't enjoy guilt-free child labor without them.'_ What? Jean frowned as she followed the blonde, eyes darting over to where the girls were wielding red pens as they worked their way through tall stacks of papers. _'Correcting papers, reading my incoming mail and picking out which form letter is an appropriate reply, that sort of thing. It's a win-win situation in my opinion: they can earn money to buy things beyond what I see fit to provide them with, and I don't need to sully myself with such menial labor. It also discourages them from doing things I disapprove of by forcing them to work hard for their rebellion. Win-win-win perhaps?'_

Despite the fact they'd taken to calling her 'Mom' after finding out that they were tangentially related to her through their half-sister Rachel, the quintuplets were very much Emma's daughters and so Jean didn't really feel comfortable trying to parent them. At the same time, there was at least one problem with Emma's idea that the redhead could see. _'Aren't the girls in every single class you teach here?'_ Emma merely raised an eyebrow at what was essentially a rhetorical question before turning away and beckoning for Jean to follow her as she made her way back over to her desk. _'Then shouldn't you be worried about them cheating when they grade their own work?'_

 _'…honestly, woman, are you a telepath or aren't you?'_ Emma shook her head despondently as she settled into her desk chair. _'Yes, my daughters are going to cheat on the work they're correcting using the answer key that I am telepathically providing. While I'm sitting right here watching them to boot.'_ Well when she put it like that… _'Elizabeth darling, I think that press release is as perfect as it's going to get. If you'd like to stay a bit longer, I have another project you can work on.'_

Elizabeth? Who was Emma… a folder in a very familiar shade of purple floated past Jean's elbow, and she jerked away in surprise before peering back over her shoulder. Somehow, she'd managed to miss that there was not one, but two non-Frost girls sitting at the table: Monet St. Croix and Betsy Braddock. The latter of whom was evidently allowing Emma to call her by her real name, despite Betsy refusing anyone else at Xavier's that particular privilege. Interesting. _'You sure? That's actually both the Frost International multijunction photovoltaic cell press release and the Op-Ed you're sending to_ The Boston Globe _about the need to make post-human status a protected class. I'd hate to deprive Esme of any more potential Starbucks money.'_

Stretching her arm out, Emma caught the folder as it came in for a landing and opened it, perusing the contents. _'I suppose you had to do something to make up for the kitchen not having an apple you could leave on my desk on Friday. Thank you, though. In that case… I think you know me well enough to have a general idea of what I will and won't answer. Want to go through the potential question list that_ Details _just forwarded me?'_ With her back to the girls, Jean couldn't see Betsy's response but she could make an educated guess based on the fact that Emma emptied the folder in her hand, loaded it with new papers, and then thrust her hand forward. As the folder floated off, the blonde turned her attention back to Jean. _'As gushingly glad as I am to be graced with your presence, Jean, is there a particular reason you're visiting me this evening?'_

Rather than answer, Jean reached out and pulled one of the papers out of Emma's hand. _'You're sending what to the where why now?'_

 _'An Op-Ed. To_ The Boston Globe _. Advocating the need for certain legal protections for those of us with abilities beyond the ken of the average_ Homo sapiens sapiens _. As for why? Our society's got ninety-nine problems and a reblog solves none.'_ Grabbing Jean by the hips, Emma pulled the smaller woman down onto her lap before deftly plucking the paper out of Jean's hand. _'And so unlike certain armchair activists I know, I'm actually trying to do something productive in my spare time to advance our cause.'_

 _'Hey! I went to Washington DC to testify at that senate hearing-'_

 _'Ah yes. The senate hearing that I spoke at an hour or two before you took the floor. Where I was willing to expose my true nature while you opted not to. And the real Senator Kelly steamrolled you, before taking us on a trip back to 1950s Wheeling, complete with an actual utterance of the phrase 'a list of names'.'_ Emma eyed Jean for a moment before shaking her head resignedly and giving her chair a half-turn, allowing her to set the printout down on her desk. _'I hate to break it to you, darling, but my daughters did more for mutant-human relations with their interviews for_ Teen Vogue _and_ Seventeen _than you did at that hearing.'_

Part of Jean wanted to point out that Emma had only 'exposed' the parts of her true nature that wouldn't terrify the average American… but the rest of her had things to do that evening and so instead she bit her tongue. Then something occurred to her, and she scowled at the blonde. _'You do realize that we're not eight-year-olds on the playground, right? Pulling my pigtails like that doesn't tell me that you want me, it tells me that you're a bitch.'_

Emma met Jean's indignant gaze curiously, arching one fine blond brow. _'Do you ever wear pigtails?'_

 _'What? No. I'm a grown wo-'_

 _'Well that's a pity. I bet you'd look adorable with them, and I'd love to have a chance to pull them.'_ Emma ran her tongue over her lips slowly before offering a lascivious wink, making Jean blush darkly even as the blonde sobered and pushed onward. _'At the same time? I'm not 'pigtail pulling', Jean. I'm being honest with you in a way that I presume Scott seldom was. I think that's an important part of a relationship, especially considering we're evidently supposed to get married and have a daughter together. Don't you?'_

 _'Scott was always honest with me.'_

 _'Darling, he wouldn't even be honest with you about pants making your butt look big.'_

…given the number of tight skirts, jeans, and shorts that Emma had pumped into her wardrobe as of late, Jean somehow doubted her butt looking big was something that bothered the blonde. Quite the opposite, actually. But given that Scott was her past and Emma was possibly her future - and therefore in a way, her present - the redhead decided to concede that particular battle for the time being. Tearing her gaze away from the blonde, Jean used her telekinesis to spin the chair they were occupying in a slow circle, scanning the room to make sure she hadn't missed anyone else. While it was generally hard to miss hair the color of her daughter's, she'd somehow managed to overlook Betsy's bright purple pixie cut and so she wasn't willing to take anything for granted at this point. When she failed to spot the actual reason for her presence, though, she finally answered Emma's original question. _'Where's Rachel?'_

 _'The same place she's been for the last twenty minutes.'_ Emma shot a glance over at a door that blended into the surrounding wall so well that it was practically invisible. _'Rachel? How are things coming in there?'_

A familiar chuckle rolled through Jean's mind. _'Feeling kinda like a porn starlet at the moment: I've been ready for the big finish for about five minutes now, but I've been holding back for the audience's sake.'_ Jean's groan of disgust - where had her daughter learned these sorts of sayings? - mixed with Emma's amused laughter as the door opened and Rachel stepped out, taking a few steps out in the office proper before reversing course back toward the bathroom, coming to a stop in the doorway and striking a pose with one hand on her hip and the other in her hair. _'So? What do you think, Mom? Mother?'_

It was very white. Apart from that, Jean couldn't really say much. Her daughter's new outfit was essentially a whitewashed version of the clothes that Jean wore while out on missions for Xavier, and so any criticism of it would essentially be criticism of her own wardrobe. Well, her version featured a small yellow 'X' in a circle on the chest while Rachel's replaced it with a gold replica of that odd blocky bird tattoo that graced her lower back. But other than that and the color? _'It's very nice, Rachel, but… I guess I'm not getting what the point of you owning a mission uniform is. You don't go on missions.'_

Rachel exchanged a look with Emma, snickering softly as she returned her gaze to Jean. _'Is that right?'_ For some reason - possibly that response or possibly the little, almost Emma-esque smirk that her daughter was wearing - Jean had a suspicion that she'd be feeling very stupid sometime in the near future. God damn time travelers. _'Wow, Mom, language. Are you going to kiss me with that mouth someday?'_

Gosh darn telepathic time travelers.

 _'…really, Jean? You're going to fall for that one? I've said worse to her face. In front of you, even.'_ Ignoring Jean's exasperated sigh, Emma leaned forward a bit. _'Would you be a dear and spin for me, Rachel?'_ Their daughter obliged, holding her arms out from her sides as she pirouetted slowly under her mother's intent gaze. Emma gestured for Rachel to repeat her rotation again and then a third time before sighing and shaking her head. _'Based on what you've told me about how much you admire my future self's fashion sense, I was quite honestly expecting you to come up with something a bit more…'_

 _'Slutty?'_

 _'I was going to use 'self-confident' as a euphemism, but sure.'_

After letting her gaze drift from Emma to Jean and then back, Rachel offered her mother a smirk before turning and walking back into the bathroom. _'Honestly, woman, are you a telepath or aren't you? Or for that matter… doesn't Dubai First have an iOS app for their Royale Card holders?'_ Jean shot an amused look at Emma as their daughter closed the door behind her; the sound of a zipper descending followed by the soft rustle of fabric made it plain what she was doing. Why she was doing it… was another question entirely. _'That's a rhetorical question, really; I'm well aware that Mother has a 'dedicated relationship manager' with the bank but given how much money she spends on leather clothing per annum, I doubt my extra purchase would have raised an eyebrow.'_

Emma tilted her head to the side in assent before taking the hand that had been resting on the small of Jean's back and slowly running it down to squeeze the redhead's ass. _'One of these days, I'm going to have to take you into the city and markedly increase that spending. After all, unwrapping presents isn't nearly as fun if there's not a quality wrapping job…'_

 _'And before this conversation goes into territory that'll make me vomit or give Betsy new fantasy fuel…'_ The bathroom door burst open and a somewhat ruffled Rachel leaned against the doorframe. _'There. Better, Mother?'_

It was definitely more… self-confident, to borrow Emma's far more polite term. Jean ran her eyes up and down her daughter appraisingly; if this was what Rachel actually intended to wear on missions, she was very glad that the girl wasn't yet an active X-Man. It was essentially a white leather romper suit with a front zipper that wasn't nearly zipped up enough for Jean's liking, paired with knee-high white boots and a gold belt with a buckle made to match Rachel's signature tattoo. As Rachel reached up and began toying with the zipper, Jean shook her head and turned to the incredibly pleased-looking Emma. _'…she's your daughter.'_

 _'Yes. Yes she is.'_


End file.
